Exhibit 10.1


 


Execution Version


 


THIS RESTRUCTURING SUPPORT AGREEMENT IS
NOT AN OFFER OR ACCEPTANCE WITH RESPECT TO ANY SECURITIES OR A SOLICITATION OF ACCEPTANCES OF A CHAPTER 11 PLAN WITHIN THE MEANING
OF SECTION 1125 OF THE BANKRUPTCY CODE. ANY SUCH OFFER OR SOLICITATION WILL COMPLY WITH ALL APPLICABLE SECURITIES LAWS AND/OR
PROVISIONS OF THE BANKRUPTCY CODE. Nothing contained in thIS RESTRUCTURING SUPPORT AGREEMENT
shall be an admission of fact or liability OR, UNTIL THE OCCURRENCE OF THE AGREEMENT EFFECTIVE DATE ON THE TERMS DESCRIBED HEREIN,
DEEMED BINDING ON ANY OF THE PARTIES HERETO.


 


SECOND AMENDED RESTRUCTURING SUPPORT
AGREEMENT


 


This SECOND AMENDED
RESTRUCTURING SUPPORT AGREEMENT (including all exhibits, annexes, and schedules hereto in accordance with Section 13.03,
this “Agreement”) is made and entered into as of November 26, 2020 (the “Execution
Date”), by and among the following parties (each of the following described in sub-clauses (i) and (ii) of
this preamble, collectively, the “Parties”):1


 


		i.	Ascena Retail Group, Inc. a
                                         company incorporated under the Laws of the State of Delaware (“Ascena Topco”),
                                         and each of its affiliates listed on Exhibit A to this Agreement that
                                         have executed and delivered counterpart signature pages to this Agreement to counsel
                                         to the Consenting Stakeholders (the Entities in this clause (i), collectively, the
                                         “Company Parties”); and



 


		ii.	the undersigned holders of, or
                                         investment advisors, sub-advisors, or managers of discretionary accounts that hold, Term
                                         Loan Claims that have executed and delivered counterpart signature pages to this
                                         Agreement, a Joinder, or a Transfer Agreement to counsel to the Company Parties (collectively,
                                         the “Consenting Stakeholders”).



 


RECITALS


 


WHEREAS, the
Company Parties and the Consenting Stakeholders have in good faith and at arms’ length negotiated or been apprised of certain
restructuring and recapitalization transactions with respect to the Company Parties’ capital structure on the terms set
forth in the Initial Restructuring Support Agreement (as defined below) and as specified in the Restructuring Term Sheet (such
transactions as described in the Initial Restructuring Support Agreement, the “Restructuring Transactions”);


 


WHEREAS, certain
of the Company Parties commenced voluntary cases (the “Chapter 11 Cases”) under chapter 11 of title
11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Eastern
District of Virginia (the “Bankruptcy Court”);


 





 






		1	Capitalized
                                         terms used but not defined in the preamble and recitals to this Agreement have the meanings
                                         given to them in Section 1 of this Agreement or the Restructuring Term Sheet attached
                                         as Exhibit B hereto (the “Restructuring Term Sheet”).



 






    


     


    

 


WHEREAS, certain
of the Consenting Stakeholders or their affiliates provided the DIP Term Loans on the terms set forth in that certain Superpriority
Senior Secured Debtor-In-Possession Term Loan Credit Facility Amended and Restated Backstop Commitment Letter attached as Exhibit C
hereto (the “Backstop Commitment Letter”);


 


WHEREAS, the
DIP Term Loans will be converted into loans under the First Out Exit Term Loan Facility on the Plan Effective Date on the terms
set forth in the Restructuring Term Sheet and that certain exit facility term sheet attached as Exhibit D hereto
(the “Exit Facility Term Sheet”);


 


WHEREAS, the
Company Parties and the Consenting Stakeholders party thereto originally entered into that certain Restructuring Support Agreement,
dated as of July 23, 2020 (as amended by that certain First Amendment to the Restructuring Support Agreement, dated as of
September 9, 2020, the “Initial Restructuring Support Agreement”);


 


WHEREAS, the
Company Parties and the Consenting Stakeholders have in good faith and at arms’ length negotiated or been apprised of the
terms of the Sale Transaction (as defined herein), which constitutes an Alternative Restructuring Proposal that the Required Consenting
Stakeholders have determined is a higher or better transaction than the Restructuring Transactions in accordance with Section 6.01(k) of
this Agreement;


 


WHEREAS, the
Company Parties and the Consenting Stakeholders wish to further amend and restate the Initial Restructuring Support Agreement
to, among other things, provide for the Parties’ support of the Sale Transaction and continued support of the Restructuring
Transactions as set forth in the Plan attached hereto as Exhibit G; and


 


WHEREAS, the
Parties have agreed to take certain actions in support of the Restructuring Transactions and the Sale Transaction on the terms
and conditions set forth in this Agreement and the Plan;


 


NOW, THEREFORE,
in consideration of the representations, warranties, covenants and agreements contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, each Party, intending to be legally bound hereby,
agrees as follows:


 


AGREEMENT


 


Section 1.      Definitions
and Interpretation.


 


1.01.    Definitions.
The following terms shall have the following definitions:


 


“ABL Claims”
means any Claims arising under, related to, or on account of the ABL Credit Agreement.


 


“ABL Credit
Agreement” means that certain Amended and Restated Credit Agreement dated as of January 3, 2011, as amended
and restated by the Second Restatement Agreement dated as of June 14, 2012, by the Third Restatement Agreement dated as of
March 13, 2013, by the Fourth Restatement Agreement dated as of July 24, 2015, by the Fifth Amendment and Restatement
Agreement dated as of February 27, 2018 and as may otherwise be amended, restated, supplemented or otherwise modified, among
Ascena TopCo, the borrowing subsidiaries party thereto, the other loan parties party thereto, the lenders party thereto, the issuing
banks party thereto, and JPMorgan Chase Bank, N.A., as administrative agent and swingline lender.


 






    2


     


    

 


“Ad Hoc
Group” the ad hoc group of holders of, or investment advisors, sub-advisors, or managers of discretionary accounts
that hold Term Loan Claims represented by King & Spalding LLP and McGuireWoods LLP.


 


“Agent”
or “Agents” means, individually or collectively, any administrative agent, collateral agent, or similar
Entity under the ABL Credit Agreement and/or the Term Credit Agreement, including any successors thereto.


 


“Agreement”
has the meaning set forth in the preamble to this Agreement and, for the avoidance of doubt, includes all the exhibits, annexes,
and schedules hereto in accordance with Section 13.03 (including the Restructuring Term Sheet, the Exit Facility Term Sheet
and the Backstop Commitment Letter).


 


“Agreement
Effective Date” means the date on which the conditions set forth in Section 2 have been satisfied or waived
by the appropriate Party or Parties in accordance with this Agreement.


 


“Agreement
Effective Period” means, with respect to a Party, the period from the Agreement Effective Date to the Termination
Date applicable to that Party.


 


“Alternative
Restructuring Proposal” means any inquiry, proposal, offer, bid, term sheet, discussion, or agreement with respect
to a sale, disposition, new-money investment, restructuring, reorganization, merger, amalgamation, acquisition, consolidation,
dissolution, debt investment, equity investment, liquidation, tender offer, recapitalization, plan of reorganization, share exchange,
business combination, or similar transaction involving any one or more Company Parties or the debt, equity, or other interests
in any one or more Company Parties, including the Sale Transaction, that is an alternative to one or more of the Restructuring
Transactions.


 


“Ascena
Topco” has the meaning set forth in the preamble to this Agreement.


 


“Asset
Purchase Agreement” means that certain Asset Purchase Agreement, dated as of November 26, 2020, by and among
Ascena Retail Group, Inc., each of its subsidiaries party thereto, and Buyer.


 


“Backstop
Commitment Letter” has the meaning set forth in the preamble to this Agreement.


 


“Bankruptcy
Code” has the meaning set forth in the recitals to this Agreement.


 


“Bankruptcy
Court” has the meaning set forth in the recitals to this Agreement.


 






    3


     


    

 


“Business
Day” means any day other than a Saturday, Sunday, or other day on which commercial banks are authorized to close
under the Laws of, or are in fact closed in, the state of New York.


 


“Buyer”
has the meaning set forth in the Asset Purchase Agreement.


 


“Cash
Collateral Order” means any order of the Bankruptcy Court granting the authorization to use cash collateral on an
interim basis on terms acceptable to the Company Parties and the Required Consenting Stakeholders.


 


“Chapter
11 Cases” has the meaning set forth in the recitals to this Agreement.


 


“Claim”
has the meaning given to it in section 101(5) of the Bankruptcy Code with respect to a Debtor.


 


“Claims
Management Consultant” means an individual selected by the Required Consenting Stakeholders and retained by the
Company Parties as a consultant on terms and conditions acceptable to the Company Parties and in consultation with the Required
Consenting Stakeholders.


 


“Company
Claims/Interests” means any Claim or Equity Interest, including the ABL Claims, the Term Loan Claims, the DIP ABL
Facility Claims, the Backstop Commitments, and the DIP Term Facility Claims.


 


“Company
Parties” has the meaning set forth in the recitals to this Agreement.


 


“Confidentiality
Agreement” means an executed confidentiality agreement, including with respect to the issuance of a “cleansing
letter” or other public disclosure of material non-public information agreement, in connection with any proposed Restructuring
Transactions or the Sale Transaction.


 


“Confirmation
Order” means the order of the Bankruptcy Court confirming the Plan under section 1129 of the Bankruptcy Code.


 


“Consenting
Stakeholders” has the meaning set forth in the preamble to this Agreement.


 


“Debtors”
means the Company Parties that commence Chapter 11 Cases.


 


“Definitive
Documents” means the documents listed in Section 3.01.


 


“DIP Financing
Order” means the order entered by the Bankruptcy Court setting forth the terms of and approving the DIP ABL Facility,
the DIP Term Facility, and the Backstop Commitment Letter on terms acceptable to the Company Parties and the Majority Backstop
Commitment Parties (as defined in the Backstop Commitment Letter).


 


“Disclosed
Interests” has the meaning set forth in Section 9(a).


 


“Disclosure
Statement” means the disclosure statement with respect to the Plan.


 






    4


     


    

 


“Disclosure
Statement Order” means the order entered by the Bankruptcy Court approving the Disclosure Statement.


 


“Entity”
shall have the meaning set forth in section 101(15) of the Bankruptcy Code.


 


“Equity
Interests” or “Interests” means, collectively, the shares (or any class thereof), common
stock, preferred stock, limited liability company interests, and any other equity, ownership, or profits interests of any Company
Party, and options, warrants, rights, or other securities or agreements to acquire or subscribe for, or which are convertible
into the shares (or any class thereof) of, common stock, preferred stock, limited liability company interests, or other equity,
ownership, or profits interests of any Company Party (in each case whether or not arising under or in connection with any employment
agreement).


 


“Execution
Date” has the meaning set forth in the preamble to this Agreement.


 


“First
Day Pleadings” means the first-day pleadings that the Company Parties determine are necessary or desirable to file
upon the commencement of the Chapter 11 Cases.


 


“Greenhill”
means Greenhill & Co., LLC, as financial advisor to the Lender Group.


 


“Initial
Consenting Stakeholders” means Consenting Stakeholders that have that have executed and delivered counterpart signature
pages to this Agreement to counsel to the Company Parties as of the Execution Date.


 


“Insider”
has the meaning set forth in section 101(31) of the Bankruptcy Code.


 


“Initial
Restructuring Support Agreement” has the meaning set forth in the recitals to this Agreement.


 


“Joinder”
means a joinder to this Agreement substantially in the form attached hereto as Exhibit E.


 


“Law”
means any federal, state, local, or foreign law (including common law), statute, code, ordinance, rule, regulation, order, ruling,
or judgment, in each case, that is validly adopted, promulgated, issued, or entered by a governmental authority of competent jurisdiction
(including the Bankruptcy Court).


 


“Lender
Group” means the ad hoc group or committee of Consenting Stakeholders represented by Greenhill and Milbank.


 


“Loyens”
means Loyens & Loeff Luxembourg S.à.r.l., as Luxembourg counsel to the Lender Group.


 


“LuxCo
Entities” means, collectively, AnnTaylor Loft GP Lux S.à.r.l. and AnnTaylor Loft Borrower Lux SCS.


 


“Milbank”
means Milbank LLP, as counsel to the Lender Group.


 






    5


     


    

 


“New Corporate
Governance Documents” means the form of certificate or articles of incorporation, bylaws, limited liability company
agreement, partnership agreement, or such other applicable formation documents (if any) of Reorganized Ascena, including any certificates
of designation, each of which shall be included in the Plan Supplement.


 


“Outside
Date” means March 31, 2021.


 


“Parties”
has the meaning set forth in the preamble to this Agreement.


 


“Permitted
Transferee” means each transferee of any Company Claims/Interests who meets the requirements of Section 8.01.


 


“Petition
Date” means the first date any of the Company Parties commences a Chapter 11 Case.


 


“Plan”
means the chapter 11 plan, substantially in the form attached hereto as Exhibit G, including any and all exhibits
annexes and schedules thereto.


 


“Plan
Effective Date” means the date of the occurrence of the “Effective Date” of the Plan according to its
terms.


 


“Plan
Supplement” means the compilation of documents and forms of documents, schedules, and exhibits to the Plan that
will be filed by the Debtors with the Bankruptcy Court.


 


“Post-Emergence
Incentive Plan Documents” means all documentation with respect to any post-emergence management incentive plan,
including the Management Incentive Plan, which, for the avoidance of doubt, does not include the Employee Benefits Programs (as
defined in the Restructuring Term Sheet).


 


“Qualified
Marketmaker” means an entity that (a) holds itself out to the public or the applicable private markets as standing
ready in the ordinary course of business to purchase from customers and sell to customers Company Claims/Interests (or enter with
customers into long and short positions in Company Claims/Interests), in its capacity as a dealer or market maker in Company Claims/Interests
and (b) is, in fact, regularly in the business of making a market in claims against issuers or borrowers (including debt
securities or other debt).


 


“Rent
Deferral Motion” means a motion seeking an order from the Bankruptcy Court extending the time for performance of
the Debtors’ obligations arising under unexpired non-residential real property leases to the date that is at least sixty
(60) days after the Petition Date.


 


“Reorganized
Ascena” means either (a) Ascena Topco, or any successor thereto, as reorganized pursuant to and under the Plan
or (b) a new corporation or limited liability company that may be formed or caused to be formed by the Debtors to, among
other things, directly or indirectly acquire substantially all of the assets and/or stock of the Debtors and issue the New Common
Stock to be distributed or sold pursuant to the Plan.


 






    6


     


    

 


“Required
Consenting Stakeholders” means, as of the relevant date, Initial Consenting Stakeholders holding at least 50.01%
of the aggregate outstanding principal amount of the Term Loan Claims that are held by the Initial Consenting Stakeholders.


 


“Reserves”
means cash retained by the Debtors following the closing of the Sale Transaction and not required to be paid on or as soon as
reasonably practicable after the Closing Date (as defined in the Asset Purchase Agreement) to holders of Claims in accordance
with the terms of the Sale Order.


 


“Restructuring
Term Sheet” has the meaning set forth in the recitals to this Agreement.


 


“Restructuring
Transactions” has the meaning set forth in the recitals to this Agreement.


 


“Rules”
means Rule 501(a)(1), (2), (3), and (7) of the Securities Act.


 


“Sale
Order” means the order of the Bankruptcy Court approving the Sale Transaction under section 363 of the Bankruptcy
Code in the form attached as an exhibit to the Asset Purchase Agreement and otherwise acceptable to the Required Consenting Stakeholders.


 


“Sale
Transaction” means a sale of all or substantially of the Company Parties’ assets on the terms set forth in
the Asset Purchase Agreement, and approved by the Bankruptcy Court pursuant to section 363 of the Bankruptcy Code.


 


“Securities
Act” means the Securities Act of 1933, as amended.


 


“Solicitation
Materials” means any materials related to the solicitation of votes for the Plan pursuant to sections 1123, 1126,
and 1143 of the Bankruptcy Code.


 


“Term
Loan Claims” means any Claims arising under, related to, or on account of the Term Loan Credit Agreement.


 


“Term
Loan Credit Agreement” means the Term Credit Agreement, dated as of August 21, 2015, as it may be amended,
restated, supplemented or otherwise modified, among Ascena TopCo, AnnTaylor Retail, Inc., the lenders party thereto, and
Goldman Sachs Bank USA, as administrative agent.


 


“Termination
Date” means the date on which termination of this Agreement as to a Party is effective in accordance with Sections 11.01,
11.02, 11.03, 11.04 or 11.05.


 


“Transfer”
means to sell, resell, reallocate, use, pledge, assign, transfer, hypothecate, participate, donate or otherwise encumber or dispose
of, directly or indirectly (including through derivatives, options, swaps, pledges, forward sales or other transactions).


 


“Transfer
Agreement” means an executed form of the transfer agreement providing, among other things, that a transferee is
bound by the terms of this Agreement and substantially in the form attached hereto as Exhibit F.


 






    7


     


    

 


“Whiteford
Taylor” means Whiteford, Taylor & Preston LLP, as local counsel to the Lender Group.


 


1.02.            Interpretation.
For purposes of this Agreement:


 


(a)                in
the appropriate context, each term, whether stated in the singular or the plural, shall include both the singular and the plural,
and pronouns stated in the masculine, feminine, or neuter gender shall include the masculine, feminine, and the neuter gender;


 


(b)               capitalized
terms defined only in the plural or singular form shall nonetheless have their defined meanings when used in the opposite form;


 


(c)               unless
otherwise specified, any reference herein to a contract, lease, instrument, release, indenture, or other agreement or document
being in a particular form or on particular terms and conditions means that such document shall be substantially in such form
or substantially on such terms and conditions;


 


(d)               unless
otherwise specified, any reference herein to an existing document, schedule, or exhibit shall mean such document, schedule, or
exhibit, as it may have been or may be amended, restated, supplemented, or otherwise modified from time to time; provided
that any capitalized terms herein which are defined with reference to another agreement, are defined with reference to such other
agreement as of the date of this Agreement, without giving effect to any termination of such other agreement or amendments to
such capitalized terms in any such other agreement following the date hereof;


 


(e)               unless
otherwise specified, all references herein to “Sections” are references to Sections of this Agreement;


 


(f)                the
words “herein,” “hereof,” and “hereto” refer to this Agreement in its entirety rather than
to any particular portion of this Agreement;


 


(g)               captions
and headings to Sections are inserted for convenience of reference only and are not intended to be a part of or to affect the
interpretation of this Agreement;


 


(h)               references
to “shareholders,” “directors,” and/or “officers” shall also include “members”
and/or “managers,” as applicable, as such terms are defined under the applicable limited liability company Laws;


 


(i)                the
use of “include” or “including” is without limitation, whether stated or not; and


 


(j)                the
phrase “counsel to the Consenting Stakeholders” refers in this Agreement to each counsel specified in Section 13.11
other than counsel to the Company Parties.


 






    8


     


    

 


Section 2.             Effectiveness
of this Agreement. This Agreement shall become effective and binding upon each of the Parties at 12:00 a.m., prevailing
Eastern Standard Time, on the Agreement Effective Date, which is the date on which all of the following conditions have been satisfied
or waived in accordance with this Agreement:


 


(a)               each
of the Company Parties shall have executed and delivered counterpart signature pages of this Agreement to counsel to each
of the other Parties;


 


(b)               holders
of at least two-thirds of the aggregate outstanding principal amount of the Term Loan Claims shall have executed and delivered
counterpart signature pages of this Agreement; and


 


(c)               counsel
to the Company Parties shall have given notice to counsel to the Consenting Stakeholders in the manner set forth in Section 13.11
hereof (by email or otherwise) that the other conditions to the Agreement Effective Date set forth in this Section 2 have
occurred, which notice shall be promptly following the occurrence of such other conditions.


 


Section 3.      Definitive
Documents.


 


3.01.   The
Definitive Documents governing the Restructuring Transactions and Sale Transaction, as applicable, shall include the following:
(A) the Plan; (B) the Confirmation Order; (C) the Disclosure Statement; (D) the order of the Bankruptcy Court
approving the Disclosure Statement and the other Solicitation Materials; (E) the Plan Supplement; (F) the Cash Collateral
Order; (G) the DIP Financing Order; (H) the Exit Facility Documents; (I) the New Corporate Governance Documents;
(J) the Post-Emergence Incentive Plan Documents; (K) any new employee incentive plan or employee retention plan entered
into by the Company Parties after the Agreement Effective Date; (L) any new material employment, consulting, or similar agreements
entered into by the Company Parties after the Agreement Effective Date; (M) any disclosure documents related to the issuance
of the New Common Stock; (N) the Asset Purchase Agreement; (O) all pleadings seeking approval of the Sale Transaction
and the bidding procedures related thereto; (P) the Sale Order and all other orders of the Bankruptcy Court approving the
Sale Transaction and the bidding procedures related thereto; (Q) all pleadings filed by the Company Parties related to administrative
or priority claims, including objections, estimation motions, settlement motions, and pleadings related to any Reserves; and (R) all
material pleadings filed by the Company Parties in connection with the Chapter 11 Cases (or related orders), including the First
Day Pleadings and all orders sought pursuant thereto.


 


3.02.   The
Definitive Documents not executed or in a form attached to this Agreement as of the Execution Date remain subject to negotiation
and completion. Upon completion, the Definitive Documents and every other document, deed, agreement, filing, notification, letter
or instrument related to the Restructuring Transactions shall contain terms, conditions, representations, warranties, and covenants
consistent with the terms of this Agreement, as they may be modified, amended, or supplemented in accordance with Section 12.
Further, subject to and without limiting any additional consent or approval rights of the Parties specified elsewhere in this
Agreement, the Definitive Documents not executed or in a form attached to this Agreement as of the Execution Date shall otherwise
be in form and substance reasonably acceptable to the Company Parties and the Required Consenting Stakeholders; provided
that the New Corporate Governance Documents and Post-Emergence Incentive Plan Documents shall be acceptable to the Required Consenting
Stakeholders and reasonably acceptable to the Company Parties.


 






    9


     


    

 


Section 4.      Commitments
of the Consenting Stakeholders.


 


4.01.    General
Commitments, Forbearances, and Waivers.


 


(a)        During
the Agreement Effective Period, subject to Section 4.03 of this Agreement, each Consenting Stakeholder agrees, in respect
of all of its Company Claims/Interests, to:


 


(i)            support
the Restructuring Transactions (to the extent set forth in the Plan) and the Sale Transaction as contemplated by this Agreement
and use commercially reasonable efforts to vote and exercise any powers or rights available to it (including in any board, shareholders’,
or creditors’ meeting or in any process requiring voting or approval to which they are legally entitled to participate)
in each case in favor of any matter requiring approval to the extent necessary to implement the Restructuring Transactions and
the Sale Transaction;


 


(ii)           support
use of cash collateral by the Debtors during the pendency of the Chapter 11 Cases on the terms set forth in the Cash Collateral
Order or the DIP Financing Order;


 


(iii)          support
entry into the DIP ABL Facility on the terms set forth in the ABL Commitment Letter;


 


(iv)          support
entry into the DIP Term Facility on the terms set forth in the Backstop Commitment Letter and take all other applicable actions
required by the Backstop Commitment Letter, including the funding of any backstop commitments on the terms set forth therein;


 


(v)           support
entry into the Exit Facilities on the terms set forth in the Exit Facility Term Sheet and take all other applicable actions required
by the Exit Facility Term Sheet;


 


(vi)          use
commercially reasonable efforts to cooperate with the Company Parties, subject to applicable Laws and at the Company Parties’
sole cost and expense, in obtaining additional support for the Restructuring Transactions and the Sale Transaction from the Company
Parties’ other stakeholders;


 


(vii)         give
any notice, order, instruction, or direction to the applicable Agents necessary to give effect to the Restructuring Transactions
and the Sale Transaction; and


 


(viii)        negotiate
in good faith and use commercially reasonable efforts to execute and implement, as applicable, the Definitive Documents that are
consistent with this Agreement to which it is required to be a party or for which its consent is required.


 


(b)       During
the Agreement Effective Period, each Consenting Stakeholder agrees, in respect of all of its Company Claims/Interests, that it
shall not directly or indirectly:


 


(i)            object
to, delay, impede, or take any other action that is reasonably likely to interfere with acceptance, implementation, or consummation
of the Restructuring Transactions (to the extent set forth in the Plan) or the Sale Transaction;


 






    10


     


    

 


(ii)           object
to, delay, impede, or take any other action that is reasonably likely to interfere with use of cash collateral by the Debtors
during the pendency of the Chapter 11 Cases on the terms set forth in the Cash Collateral Order, entry into or performance under
the DIP ABL Facility on the terms set forth in the ABL Commitment Letter, or entry into, performance under, or syndication of
the DIP Term Facility on the terms set forth in the Backstop Commitment Letter;


 


(iii)          propose,
file, support, solicit, or vote for any Alternative Restructuring Proposal (other than the Sale Transaction); provided,
for the avoidance of doubt, that nothing in this Section 4.01(b)(iii) shall limit the consultation and approval rights
of Consenting Stakeholders set forth in Section 6.01(k) of this Agreement; provided, further, that a Consenting
Stakeholder may propose an Alternative Restructuring Proposal to the Company Parties in connection with Section 6.01(k) of
this Agreement if such Consenting Stakeholder provides notice of its intent to propose such Alternative Restructuring Proposal
(including the terms thereof) to each Initial Consenting Stakeholder at least five (5) Business Days in advance of such proposal;


 


(iv)          file
or have filed on its behalf any motion, pleading, or other document (including any modifications or amendments thereof) with the
Bankruptcy Court or any other court that, in whole or in part, is not materially consistent with this Agreement or the Plan;


 


(v)           initiate,
or have initiated on its behalf, any litigation or proceeding of any kind against any Company Party or the other Parties in violation
of this Agreement with respect to the Chapter 11 Cases, this Agreement, the Restructuring Transactions, or the Sale Transaction
other than to enforce this Agreement or any Definitive Document or as otherwise permitted under this Agreement; provided
that any Consenting Stakeholder may file motions, pleadings or other documents with the Bankruptcy Court or any other court (including
any modifications or amendments thereof) with respect to its or their rights under any Definitive Document and relating to or
arising from matters and rights not specifically set forth in this Agreement, including the Restructuring Term Sheet;


 


(vi)          exercise,
or direct any other person to exercise, any right or remedy for the enforcement, collection, or recovery of any Claim or Interest;
or


 


(vii)         object
to, delay, impede, or take any other action to interfere with the Company Parties’ ownership and possession of their assets,
wherever located, or interfere with the automatic stay under section 362 of the Bankruptcy Code.


 


4.02.       Commitments
with Respect to Chapter 11 Cases.


 


(a)           During
the Agreement Effective Period, each Consenting Stakeholder that is entitled to vote to accept or reject the Plan pursuant to
its terms agrees that it shall, subject to receipt by such Consenting Stakeholder of the Solicitation Materials, whether before
or after the commencement of the Chapter 11 Cases:


 


(i)            vote
each of its Company Claims/Interests to accept the Plan by delivering its duly executed and completed ballot accepting the Plan
on a timely basis following the commencement of the solicitation of the Plan and its actual receipt of the Solicitation Materials
and the ballot;


 






    11


     


    

 


(ii)            to
the extent it is permitted to elect whether to opt out of any of the releases set forth in the Plan, elect not to opt out of such
releases by timely delivering its duly executed and completed ballot(s) indicating such election; and


 


(iii)            not
change, withdraw, amend, or revoke (or cause to be changed, withdrawn, amended, or revoked) any vote or election referred to in
clauses (i) and (ii) above; provided that nothing in this Agreement shall prevent any Consenting Stakeholder
from changing, withholding, amending, or revoking (or causing the same) its vote, election, or consent with respect to the Plan
if this Agreement has been terminated in accordance with its terms.


 


(b)          During
the Agreement Effective Period, each Consenting Stakeholder, in respect of each of its Company Claims/Interests, will support,
and will not directly or indirectly object to, delay, impede, or take any other action in violation of this Agreement reasonably
likely to interfere with any motion or other pleading or document filed by a Company Party in the Bankruptcy Court that is consistent
with this Agreement.


 


4.03.       Notwithstanding
the foregoing, nothing in this Agreement shall: (a) require any Consenting Stakeholder to incur any expenses, liabilities
or other obligations that are not expressly subject to reimbursement by the Company Parties pursuant to this Agreement, or agree
to any commitments, undertakings, concessions, indemnities or other arrangements that could result in expenses, liabilities, or
other obligations to any Consenting Stakeholder or its Affiliates that such Consenting Stakeholder reasonably believes may not
be reimbursed by the Company Parties pursuant to this Agreement; (b) require any Consenting Stakeholder to provide any information
that it reasonably determines to be sensitive or confidential; provided that, for the avoidance of doubt, each Consenting
Stakeholder shall include its holdings on its signature page to this Agreement, which signature page will be delivered
to (i) other Consenting Stakeholders in a redacted form that removes such Consenting Stakeholder’s holdings and (ii) the
Company Parties and Milbank in an unredacted form (to be hold by the Company Parties on a confidential basis and by Milbank on
a professionals’ eyes only basis); or (c) limit the right of any Party to exercise any right or remedy provided under
this Agreement, the Confirmation Order, or any other Definitive Document. Notwithstanding the immediately preceding sentence,
nothing in this Section 4.03 shall serve to limit, alter, or modify any Consenting Stakeholder’s express obligations
under the terms of this Agreement.


 


Section 5.        Additional
Provisions Regarding the Consenting Stakeholders’ Commitments. Notwithstanding anything in this Agreement
to the contrary, nothing in this Agreement shall: (a) affect the ability of any Consenting Stakeholder to consult with any
other Consenting Stakeholder, the Company Parties, or any other party in interest in the Chapter 11 Cases (including any official
committee and the United States Trustee); (b) impair or waive the rights of any Consenting Stakeholder to assert or raise
any objection permitted under this Agreement in connection with the Restructuring Transactions or the Sale Transaction; or (c) prevent
any Consenting Stakeholder from enforcing this Agreement or from contesting whether any matter, fact, or thing is a breach of,
or is inconsistent with, this Agreement.


 






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Section 6.         Commitments
of the Company Parties.


 


6.01.       Affirmative
Commitments. Except as set forth in Section 7, during the Agreement Effective Period, the Company Parties agree to:


 


(a)          support
and take all steps reasonably necessary or desirable to consummate the Restructuring Transactions (to the extent set forth in
the Plan) and the Sale Transaction in accordance with this Agreement;


 


(b)          support
and take all steps reasonably necessary and desirable to obtain entry of the Cash Collateral Order, the DIP Financing Order, the
Disclosure Statement Order, the Sale Order and the Confirmation Order;


 


(c)          to
the extent any legal or structural impediment arises that would prevent, hinder, or delay the consummation of the Restructuring
Transactions or the Sale Transaction, take all steps reasonably necessary or desirable to address any such impediment;


 


(d)          use
commercially reasonable efforts to obtain any and all required governmental, regulatory and/or third-party approvals for the Restructuring
Transactions and the Sale Transaction;


 


(e)           negotiate
in good faith and use commercially reasonable efforts to execute and deliver the Definitive Documents and any other required
agreements to effectuate and consummate the Restructuring Transactions and the Sale Transaction as contemplated by this Agreement;


 


(f)           use
commercially reasonable efforts to seek additional support for the Restructuring Transactions and the Sale Transaction from their
other material stakeholders to the extent reasonably prudent;


 


(g)           (i) to
the extent reasonably practicable, provide counsel to the Consenting Stakeholders draft copies of (x) all First Day Pleadings
three (3) Business Days in advance of the Petition Date and (y) any other motions, documents and other pleadings materially
affecting any Consenting Stakeholders that the Company Parties intend to file with the Bankruptcy Court, as applicable, three
(3) Business Days in advance of the filing thereof and, (ii) without limiting any approval rights set forth in this
Agreement, consult in good faith with counsel to the Consenting Stakeholders regarding any comments to draft copies provided pursuant
to sub-clause (i);


 


(h)          pay
in full and in cash all of the accrued reasonable and documented fees, costs, and expenses of (A) the professionals and other
advisors retained by the Lender Group, including such fees, costs, and expenses of (i) Greenhill, (ii) Milbank, (iii) Whiteford
Taylor, and (iv) Loyens, and continue to pay such amounts as they come due and (B) King & Spalding LLP and
McGuireWoods LLP, as counsel to the Ad Hoc Group, solely for the period through and including the closing date of the DIP Term
Agreement, and in each case seek to pay such fees, costs, and expenses in connection with the Cash Collateral Order, DIP Financing
Order, or other such appropriate order;


 






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(i)           timely
file a formal objection to any motion filed with the Bankruptcy Court by a third party seeking the entry of an order (i) directing
the appointment of a trustee or examiner (with expanded powers beyond those set forth in sections 1106(a)(3) and (4) of
the Bankruptcy Code), (ii) converting the Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code, (iii) dismissing
the Chapter 11 Cases, or (iv) challenging the validity, enforceability, perfection, or priority of, or seeking avoidance
or subordination of, any portion of the Term Loan Claims, or asserting any other cause of action against and/or with respect or
relating to such Term Loan Claims or the prepetition liens securing such Term Loan Claims;


 


(j)           timely
file a formal objection to any motion filed with the Bankruptcy Court by a third party seeking the entry of an order modifying
or terminating the Company Parties’ exclusive right to file and/or solicit acceptances of a chapter 11 plan, as applicable;


 


(k)           (i) solicit,
consider, respond to, and facilitate Alternative Restructuring Proposals in consultation with the Required Consenting Stakeholders
and (ii) pursue an Alternative Restructuring Proposal if (A) the Required Consenting Stakeholders determine that such
Alternative Restructuring Proposal is a higher or better transaction than the Restructuring Transactions and (B) the Alternative
Restructuring Proposal is implemented under, or without modification to the Company Parties’ and the Required Consenting
Stakeholders’ obligations under this Agreement to pursue and implement, a Plan as modified to implement or allow for such
Alternative Restructuring Proposal; provided that the structure of such Alternative Restructuring Proposal will not preclude
any Initial Consenting Stakeholder from participating in such Alternative Restructuring Proposal on a pro rata basis on substantially
the same terms as any other Initial Consenting Stakeholder;


 


(l)            reasonably
consult with the Required Consenting Stakeholders regarding (i) the assumption or rejection of any executory contracts or
unexpired leases, (ii) entry into any agreement, settlement, or other arrangement with any of the landlords under the Debtors’
unexpired leases waiving, deferring, or modifying the rent payments or rent structure under such leases, and (iii) any payments
of prepetition Claims (including Claims pursuant to section 503(b)(9) of the Bankruptcy Code and lien Claims) of or
agreements with the Company Parties’ vendors and provide notice and reasonably acceptable reporting to Milbank and Greenhill
regarding any of the foregoing actions, which consultation and reporting shall include weekly calls regarding the status of the
actions described in this Section 6.01(l) among the relevant employees, advisors and consultants of the Company Parties,
Milbank, Greenhill and one or more Initial Consenting Stakeholders;


 


(m)         as
soon as is reasonably practicable after the Closing Date and the Claims Management Consultant has been selected by the Required
Consenting Stakeholders, enter into an agreement to engage the Claims Management Consultant as a consultant, on terms and conditions
acceptable to the Company Parties and in consultation with the Required Consenting Stakeholders, to consult with the Company Parties
regarding (i) the reconciliation of unpaid administrative expense and priority Claims and (ii) distributions, in accordance
with this Agreement and the Sale Order, of (x) Reserves, if any, and (y) cash of the estate, including cash released
from the Reserves, and interface with the Initial Consenting Stakeholders on the status of the foregoing;


 


(n)          following
the engagement of the Claims Management Consultant in accordance with Section 6.01(m), consult in good faith with
the Claims Management Consultant regarding the (i) filing, withdrawal, or litigation of any objections to administrative
expense or priority Claims, (ii) settlement or compromise of any disputed administrative expense or priority Claim, (iii) establishment
or maintenance of any Reserves other than the Reserves agreed between the Company Parties and the Required Consenting Stakeholders
as of the date hereof, or (iv) making of any distribution from any Reserve;


 






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(o)          (i) file
with the Bankruptcy Court motions to (x) establish January 19, 2021 as the bar date for administrative expense Claims
accrued as of November 30, 2020, (y) objections to duplicate and amended filed administrative expense and priority Claims
that may be included in an omnibus objection under Bankruptcy Rule 3007(d), and (z) a motion for approval of claims
objections procedures, including, among other provisions, a 21-day notice period for omnibus claims objections, in each case by
no later than November 26, 2020; and (ii) object to filed administrative and priority Claims or Claims otherwise required
to be satisfied in full by the Company Parties or the Buyer as soon as is reasonably practicable; and


 


(p)          in
accordance with the terms of the Sale Order, distribute cash from the Reserves, as determined by the Company Parties in good faith
consultation with the Claims Management Consultant and certain Initial Consenting Stakeholders, pro rata to holders of
Term Loan Claims (i) on January 15, 2021, (ii) on January 31, 2021, (iii) on and after the Plan Effective
Date, in accordance with the Plan, and (iv) on any other date as determined by the Company Parties in good faith consultation
with the Claims Management Consultant and certain Initial Consenting Stakeholders; provided that upon the release to the
Company Parties of (i) any cash collateralizing letters of credit issued under the ABL Credit Agreement or (ii) any
cash held in the Escrow Account (as defined in the Asset Purchase Agreement), such released cash shall be considered in the following
distribution of cash to holders of Term Loan Claims.


 


6.02.       Negative
Commitments. Except as set forth in Section 7 or with the prior written consent of the Required Consenting Stakeholders,
during the Agreement Effective Period, each of the Company Parties shall not directly or indirectly, and shall cause their respective
subsidiaries not to:


 


(a)          object
to, delay, impede, or take any other action to interfere with acceptance, implementation, or consummation of the Restructuring
Transactions or the Sale Transaction;


 


(b)          take
any action that is inconsistent in any material respect with, or is intended to frustrate or impede approval, implementation and
consummation of the Restructuring Transactions, the Sale Transaction, or the Plan;


 


(c)          modify
the Plan, in whole or in part, in a manner that is not consistent with this Agreement in any material respect;


 


(d)          file
any motion, pleading, or Definitive Documents (including any modifications or amendments thereof) with the Bankruptcy Court or
any other court that, in whole or in part, is not materially consistent with this Agreement (including the consent rights of the
Consenting Stakeholders set forth in in this Agreement as to the form and substance of such motion, pleading, or other Definitive
Document) or the Plan;


 






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(e)          except
with respect to the Sale Transaction, any transaction contemplated by the First Day Motions (on the terms set forth in such First
Day Motion and any agreement or form of agreement attached thereto) or otherwise consented to in writing by the Initial Consenting
Stakeholders prior to the Agreement Effective Date: (i) sell (including any sale leaseback transaction), lease, mortgage,
pledge, grant, or incur any encumbrance on, or otherwise Transfer, any material properties or material assets of the Company Parties,
including any Equity Interests, other than in the ordinary course of business; (ii) purchase, lease, or otherwise acquire
(by merger, exchange, consolidation, acquisition of stock or assets or otherwise) any material assets or material properties,
other than in the ordinary course of business; or (iii) commence any liquidation or wind down process with respect to any
of the Company Parties’ businesses or enter into any agreement or arrangement, or modification to any agreement or arrangement,
in connection therewith;


 


(f)           (i) enter
into or amend, adopt, restate, supplement, or otherwise modify any employee benefit, deferred compensation, incentive, retention,
bonus, or other compensatory arrangements, policies, programs, practices, plans or agreements, including offer letters, employment
agreements, consulting agreements, severance arrangements, or change in control arrangements with or for the benefit of any of
its employees that are a senior vice president or more senior, (ii) increase the base salary, target bonus opportunity, or
other benefits payable by the Company Parties or to any of their executive officers, or (iii) make any payment to any former
Insider (as of the Agreement Effective Date) of any post-employment, retirement or similar plan or program, severance agreement,
or similar arrangement;


 


(g)          assume,
assume and assign, or reject executory contracts or unexpired leases; provided that the consent of the Required Consenting
Stakeholders shall not be unreasonably withheld; provided, further, that the Company Parties shall provide four
(4) Business Days’ prior written notice of any assumption, assumption and assignment, or rejection of any executory
contract or unexpired lease, which notice shall include the analysis underlying the Company Parties’ decision to assume,
assume and assign, or reject such executory contract or unexpired lease, including adequate information supporting such analysis
and decision, and, absent written notification during that period from Milbank or Greenhill to the Company Parties that the Required
Consenting Stakeholders do not consent, the Required Consenting Stakeholders shall be deemed to have consented to any such assumption,
assumption and assignment, or rejection;


 


(h)          enter
in any agreement, settlement, or other arrangement with any of the landlords under the Debtors’ leases waiving, deferring,
or modifying the rent payments or rent structure under such leases; provided that the consent of the Required Consenting
Stakeholders shall not be unreasonably withheld; provided, further, that the Company Parties shall provide four
(4) Business Days’ prior written notice of any such agreement, settlement, or other arrangement, which notice shall
include the analysis underlying the Company Parties’ decision to enter into such agreement, settlement, or other arrangement,
including adequate information supporting such analysis and decision, and, absent written notification during that period from
Milbank or Greenhill to the Company Parties that the Required Consenting Stakeholders do not consent, the Required Consenting
Stakeholder shall be deemed to have consented to any such agreement, settlement, or other arrangement;


 


(i)           pay
any prepetition Claim (including Claims pursuant to section 503(b)(9) of the Bankruptcy Code and lien Claims) held by any
of the Company Parties’ vendors except in compliance with the First Day Motions and only to the extent that the Company
Parties have (i) made commercially reasonable efforts to require such vendor to execute a trade agreement providing for the
continuity of goods and services to the Debtors or Reorganized Debtors, as applicable, on terms reasonably acceptable to the Required
Consenting Stakeholders (as determined in accordance with the consultation, notice, and consent procedures referenced in the following
clause (ii)), and (ii) provided notice of such payment to one or more Initial Consenting Stakeholders pursuant to consultation,
notice, and consent procedures to be agreed between the Company Parties and the Required Consenting Stakeholders; or


 






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(j)            following
the engagement of the Claims Management Consultant in accordance with Section 6.01(m), terminate the engagement of
the Claims Management Consultant without cause and without engaging a replacement Claims Management Consultant selected by the
Required Consenting Stakeholders in accordance with this Agreement.


 


6.03.       Except
with the prior written consent of the Required Consenting Stakeholders, during the Agreement Effective Period, neither of the
LuxCo Entities shall incur any material obligations to any third party or otherwise lease, mortgage, pledge, grant, or incur any
encumbrance on, or otherwise Transfer, any material asset.


 


Section 7.         Additional
Provisions Regarding Company Parties’ Commitments.


 


7.01.       Notwithstanding
anything to the contrary in this Agreement, nothing in this Agreement shall require a Company Party or the board of directors,
board of managers, or similar governing body of a Company Party, after consulting with counsel, to take any action or to refrain
from taking any action with respect to the Restructuring Transactions or the Sale Transaction to the extent taking or failing
to take such action would be inconsistent with applicable Law or its fiduciary obligations under applicable Law, and any such
action or inaction pursuant to this Section 7.01 shall not be deemed to constitute a breach of this Agreement (other than
a failure to comply with this Section 7); provided that the Company Parties shall notify counsel to the Consenting
Stakeholders in writing promptly in the event of any such determination (and in any event no later than two (2) Business
Days following such determination).


 


7.02.       Notwithstanding
anything to the contrary in this Agreement (but subject to Section 7.01), each Company Party and their respective directors,
officers, employees, investment bankers, attorneys, accountants, consultants, and other advisors or representatives shall have
the rights to: (a) consider, respond to, and facilitate Alternative Restructuring Proposals; (b) provide access to non-public
information concerning any Company Party to any Entity or enter into Confidentiality Agreements or nondisclosure agreements with
any Entity; (c) maintain or continue discussions or negotiations with respect to Alternative Restructuring Proposals; (d) otherwise
cooperate with, assist, participate in, or facilitate any inquiries, proposals, discussions, or negotiation of Alternative Restructuring
Proposals; and (e) enter into or continue discussions or negotiations with holders of Claims or Equity Interests (including
any Consenting Stakeholder), any other party in interest in the Chapter 11 Cases (including any official committee and the United
States Trustee), or any other Entity regarding the Restructuring Transactions or Alternative Restructuring Proposals; provided
that the Company Parties shall (x) provide a copy of any written Alternative Restructuring Proposal (and notice of, and
a written summary of, any oral Alternative Restructuring Proposal) within two (2) Business Days of the Company Parties’
or their advisors’ receipt of such Alternative Restructuring Proposal to Greenhill and Milbank and (y) provide such
information to Milbank as reasonably requested by the Lender Group or as necessary to keep the Lender Group reasonably informed
as to the status and substance of such discussions.


 






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7.03.       Nothing
in this Agreement shall: (a) impair or waive the rights of any Company Party to assert or raise any objection permitted under
this Agreement in connection with the Restructuring Transactions or the Sale Transaction; or (b) prevent any Company Party
from enforcing this Agreement or contesting whether any matter, fact, or thing is a breach of, or is inconsistent with, this Agreement.


 


Section 8.         Transfer
of Interests and Securities.


 


8.01.       During
the Agreement Effective Period, no Consenting Stakeholder shall Transfer any ownership (including any beneficial ownership as
defined in the Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of any Company Claims/Interests to any affiliated
or unaffiliated party, including any party in which it may hold a direct or indirect beneficial interest, unless:


 


(a)          such
Transfer is made on or prior to the date that is at least two (2) Business Days prior to the Plan Effective Date;


 


(b)          prior
to the funding of the DIP Term Facility, in the case of a Transfer (other than by participation) of Term Loan Claims by a Consenting
Stakeholder with a commitment to fund New Money DIP Loans (as defined in the Backstop Commitment Letter), such Consenting Stakeholder
retains Term Loan Claims in an amount equal to or greater than its allocation of Roll-Up DIP Loans (as defined in the Backstop
Commitment Letter); and


 


(c)          (i) the
transferee executes and delivers to counsel to the Company Parties and Milbank, at or before the time of the proposed Transfer,
a Transfer Agreement; (ii) the transferee is a Consenting Stakeholder; or (iii) the transferee is an entity that is
acting in its capacity as a Qualified Marketmaker, provided that (x) any subsequent Transfer by such Qualified Marketmaker
of the right, title, or interest in such Company Claims/Interests is to a transferee that is or becomes a Consenting Stakeholder
at the time of such Transfer and (y) the Qualified Marketmaker complies with Section 8.05 hereof.


 


8.02.       Upon
compliance with the requirements of Section 8.01, the transferor shall be deemed to relinquish its rights (and be released
from its obligations) under this Agreement to the extent of the rights and obligations in respect of such transferred Company
Claims/Interests. Any Transfer in violation of Section 8.01 shall be void ab initio.


 


8.03.      This
Agreement shall in no way be construed to preclude the Consenting Stakeholders from acquiring additional Company Claims/Interests;
provided that such additional Company Claims/Interests shall automatically and immediately upon acquisition by a Consenting
Stakeholder be deemed subject to the terms of this Agreement (regardless of when or whether notice of such acquisition is given
to counsel to the Company Parties or counsel to the other Consenting Stakeholders).


 






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8.04.      This
Section 8 shall not impose any obligation on any Company Party to issue any “cleansing letter” or otherwise publicly
disclose information for the purpose of enabling a Consenting Stakeholder to Transfer any of its Company Claims/Interests. Notwithstanding
anything to the contrary herein, to the extent a Company Party and another Party have entered into a Confidentiality Agreement,
the terms of such Confidentiality Agreement shall continue to apply and remain in full force and effect according to its terms,
and this Agreement does not supersede any rights or obligations otherwise arising under such Confidentiality Agreement.


 


8.05.       Notwithstanding
Section 8.01, a Qualified Marketmaker that acquires any Company Claims/Interests with the purpose and intent of acting as
a Qualified Marketmaker for such Company Claims/Interests shall not be required to execute and deliver a Transfer Agreement in
respect of such Company Claims/Interests if (i) such Qualified Marketmaker subsequently transfers such Company Claims/Interests
(by purchase, sale assignment, participation, or otherwise) within five (5) Business Days of its acquisition to a transferee
that is an entity that is not an affiliate, affiliated fund, or affiliated entity with a common investment advisor; (ii) the
transferee otherwise is a Permitted Transferee under Section 8.01; and (iii) the Transfer otherwise is a Permitted Transfer
under Section 8.01. To the extent that a Consenting Stakeholder is acting in its capacity as a Qualified Marketmaker, it
may Transfer (by purchase, sale, assignment, participation, or otherwise) any right, title or interests in Company Claims/Interests
that the Qualified Marketmaker acquires from a holder of the Company Claims/Interests who is not a Consenting Stakeholder without
the requirement that the transferee be a Permitted Transferee.


 


8.06.       Notwithstanding
anything to the contrary in this Section 8, the restrictions on Transfer set forth in this Section 8 shall not apply
to the grant of any liens or encumbrances on any claims and interests in favor of a bank or broker-dealer holding custody of such
claims and interests in the ordinary course of business and which lien or encumbrance is released upon the Transfer of such claims
and interests.


 


8.07.      The
Company Parties will provide notice of any Transfer Agreement received pursuant to Section 8.01(c)(i) (which notice
shall include the amount and type of Company Claims/Interests Transferred pursuant to such Transfer Agreement) to Milbank by the
later of (i) close of business on the second Business Day following the effective date of such Transfer Agreement and (ii) the
close of business on the second Business Day after the Company Parties receive notice of any such Transfer Agreement.


 


8.08.       Each
Consenting Stakeholder shall promptly provide Milbank and/or the Company Parties with information concerning its then-current
holdings upon reasonable request from Milbank or the Company Parties.


 


Section 9.         Representations
and Warranties of Consenting Stakeholders. Each Consenting Stakeholder severally, and not jointly, represents and
warrants that, as of the date such Consenting Stakeholder executes and delivers this Agreement and as of the Plan Effective Date:


 


(a)           it
is (or upon the settlement of unsettled trades, will be) the beneficial or record owner of the face amount of the Company Claims/Interests
reflected in such Consenting Stakeholder’s signature page to this Agreement, Joinder, or Transfer Agreement, as applicable
(as may be updated pursuant to Section 8) (the “Disclosed Interests”) or is the nominee, investment
manager, or advisor for beneficial holders of the Disclosed Interests;


 






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(b)           it
has (or upon the settlement of unsettled trades, will have) the full power and authority to act on behalf of, vote and consent
to matters concerning, such Company Claims/Interests;


 


(c)           such
Company Claims/Interests are free and clear of any pledge, lien, security interest, charge, claim, equity, option, proxy, voting
restriction, right of first refusal, or other limitation on disposition, transfer, or encumbrances of any kind, that would materially
and adversely affect in any way such Consenting Stakeholder’s ability to perform any of its obligations under this Agreement
at the time such obligations are required to be performed;


 


(d)           it
has (or upon the settlement of unsettled trades, will have) the full power to vote, approve changes to, and transfer all of its
Company Claims/Interests as contemplated by this Agreement subject to applicable Law; and


 


(e)            solely
with respect to holders of Company Claims/Interests, (i) it is either (A) a qualified institutional buyer as defined
in Rule 144A of the Securities Act, (B) not a U.S. person (as defined in Regulation S of the Securities Act), or (C) an
institutional accredited investor (as defined in the Rules), and (ii) any securities acquired by the Consenting Stakeholder
in connection with the Restructuring Transactions will have been acquired for investment and not with a view to distribution or
resale in violation of the Securities Act.


 


Section 10.       Mutual
Representations, Warranties, and Covenants. Each of the Parties represents, warrants, and covenants to each other
Party, as of the date such Party executed and delivers this Agreement and as of the Plan Effective Date:


 


(a)           it
is validly existing and in good standing under the Laws of the state of its organization, and this Agreement is a legal, valid,
and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited
by applicable Laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability;


 


(b)           except
as expressly provided in this Agreement, the Plan, and the Bankruptcy Code, no consent or approval is required by any other person
or entity in order for it to effectuate the Restructuring Transactions or the Sale Transaction contemplated by, and perform its
respective obligations under, this Agreement;


 


(c)          the
entry into and performance by it of, and the transactions contemplated by, this Agreement do not, and will not, conflict in any
material respect with any Law or regulation applicable to it or with any of its articles of association, memorandum of association
or other constitutional documents;


 


(d)          except
as expressly provided in this Agreement, it has (or will have, at the relevant time) all requisite corporate or other power and
authority to enter into, execute, and deliver this Agreement and to effectuate the Restructuring Transactions and the Sale Transaction
contemplated by, and perform its respective obligations under, this Agreement; and


 






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(e)          except
as expressly provided by this Agreement, it is not party to any restructuring or similar agreements or arrangements with the other
Parties that have not been disclosed to all Parties.


 


Section 11.      Termination
Events.


 


11.01.     Consenting
Stakeholder Termination Events. This Agreement may be terminated by the Required Consenting Stakeholders by the delivery to
the Company Parties of a written notice in accordance with Section 13.11 hereof upon the occurrence of the following events:


 


(a)          the
Petition Date has not occurred by 11:59 p.m. (Eastern Time) on July 23, 2020;


 


(b)          the
Debtors have not filed the Rent Deferral Motion with the Bankruptcy Court by the date that is three (3) calendar days after
the Petition Date


 


(c)          the
Bankruptcy Court has not entered the Cash Collateral Order on an interim basis by the date that is five (5) Business Days
after the Petition Date;


 


(d)          the
Bankruptcy Court has not entered the DIP Financing Order on a final basis by the date that is thirty-five (35) calendar days after
the Petition Date;


 


(e)           the
Bankruptcy Court has not entered the Disclosure Statement Order by the date that is sixty (60) calendar days after the Petition
Date;


 


(f)           solicitation
of the Plan has not commenced by the date that is seventy (70) calendar days after the Petition Date;


 


(g)          the
Debtors have not filed a motion seeking entry of the Sale Order by November 26, 2020;


 


(h)          the
Bankruptcy Court has not entered the Confirmation Order by February 25, 2021;


 


(i)            the
Plan Effective Date has not occurred by March 11, 2021;


 


(j)            the
breach in any material respect by a Company Party of any of the representations, warranties, or covenants of the Company Parties
set forth in this Agreement that (i) is adverse to the Consenting Stakeholders seeking termination pursuant to this provision
and (ii) remains uncured for ten (10) Business Days after such terminating Consenting Stakeholders transmit a written
notice in accordance with Section 13.11 hereof detailing any such breach;


 


(k)           the
DIP ABL Facility (as applicable) is terminated and accelerated in accordance with its terms;


 


(l)            the
issuance by any governmental authority, including any regulatory authority or court of competent jurisdiction, including the Bankruptcy
Court, of any final, non-appealable ruling or order that (i) enjoins the consummation of a material portion of the Restructuring
Transactions and (ii) remains in effect for fifteen (15) Business Days after such terminating Consenting Stakeholders transmit
a written notice in accordance with Section 13.11 hereof detailing any such issuance; provided that this termination
right may not be exercised by any Party that sought or requested such ruling or order in contravention of any obligation set out
in this Agreement;


 






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(m)         the
Bankruptcy Court enters an order denying confirmation of the Plan or the Confirmation Order is reversed or vacated;


 


(n)          the
entry of an order by the Bankruptcy Court, or the filing of a motion or application by any Company Party seeking an order (without
the prior written consent of the Required Consenting Stakeholders, not to be unreasonably withheld), (i) dismissing any of
the Chapter 11 Cases, (ii) converting one or more of the Chapter 11 Cases to a case under chapter 7 of the Bankruptcy Code,
or (iii) appointing an examiner with expanded powers beyond those set forth in sections 1106(a)(3) and (4) of
the Bankruptcy Code or a trustee in one or more of the Chapter 11 Cases;


 


(o)          any
Company Party (i) files, waives, amends or modifies, or files a pleading seeking approval of any Definitive Document or authority
to waive, amend or modify any Definitive Document (including any waiver of any term or condition therein) in a manner that is
materially inconsistent with, or constitutes a material breach of, this Agreement (including with respect to the consent rights
afforded the Consenting Stakeholders under this Agreement), without the prior written consent of the Required Consenting Stakeholders,
(ii) withdraws the Plan without the prior consent of the Required Consenting Stakeholders, or (iii) publicly announces
its intention to take any such acts listed in the foregoing clause (i) or (ii), in the case of each of the foregoing clauses
(i) through (iii), which remains uncured (to the extent curable) for five (5) Business Days after such terminating Consenting
Stakeholders transmit a written notice in accordance with Section 15.10 of this Agreement detailing any of the foregoing;


 


(p)          any
Company Party files or supports another party in filing (i) a motion or pleading challenging the amount, validity, or priority
of any claims held by any Consenting Stakeholder against the Company Parties (or any liens securing such claims) or (ii) a
motion or pleading asserting (or seeking standing to assert) any purported claims or causes of action against any of the Consenting
Stakeholders;


 


(q)          the
Bankruptcy Court grants relief that is materially inconsistent with this Agreement or the Plan (in each case, with such amendments
and modifications as have been effected in accordance with the terms hereof);


 


(r)            any
Company Party files, proposes, or otherwise supports any plan of liquidation, asset sale of all or substantially all of a Company
Party’s assets or plan of reorganization other than the Plan;


 


(s)          the
Bankruptcy Court enters an order terminating the Debtors’ exclusive right to file or solicit acceptances of a plan of reorganization
(including the Plan); or


 


(t)           any
court of competent jurisdiction has entered a final, non-appealable judgment or order declaring this Agreement to be unenforceable.


 






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11.02.     Company
Party Termination Events.  Any Company Party may terminate this Agreement as to all Parties upon prior written notice
to all Parties in accordance with Section 13.11 hereof upon the occurrence of any of the following events:


 


(a)          the
breach in any material respect by one or more of the Consenting Stakeholders of any provision set forth in this Agreement and
(i) such breach remains uncured for a period of fifteen (15) Business Days after the receipt by the Consenting Stakeholders
of notice of such breach and (ii) the non-breaching Consenting Stakeholders no longer collectively beneficially own or control
at least two-thirds of the aggregate principal amount of Term Loan Claims;


 


(b)          the
board of directors, board of managers, or such similar governing body of any Company Party determines, after consulting with counsel,
(i) that proceeding with any of the Restructuring Transactions or the Sale Transaction would be inconsistent with the exercise
of its fiduciary duties or applicable Law or (ii) in the exercise of its fiduciary duties, to pursue an Alternative Restructuring
Proposal other than the Sale Transaction;


 


(c)          the
issuance by any governmental authority, including any regulatory authority or court of competent jurisdiction, including the Bankruptcy
Court, of any final, non-appealable ruling or order that (i) enjoins the consummation of a material portion of the Restructuring
Transactions and (ii) remains in effect for fifteen (15) Business Days after the terminating Company Party transmits a written
notice in accordance with Section 13.11 hereof detailing any such issuance; provided that this termination right shall
not apply to or be exercised by any Company Party that sought or requested such ruling or order in contravention of any obligation
or restriction set out in this Agreement; or


 


(d)          the
Bankruptcy Court enters an order denying confirmation of the Plan.


 


11.03.     Mutual
Termination.  This Agreement, and the obligations of all Parties hereunder, may be terminated by mutual written agreement
among all of the following: (a) the Required Consenting Stakeholders and (b) each Company Party.


 


11.04.     Individual
Termination.  Any individual Consenting Stakeholder may terminate this Agreement, as to itself only, by the delivery
to the Company Parties of a written notice in accordance with Section 13.11 hereof if (a) the Plan Effective Date has
not occurred by the Outside Date or (b) Section 11.01(o) is breached by any Company Party with respect to such
Consenting Stakeholder.


 


11.05.    Automatic
Termination.  This Agreement shall terminate automatically without any further required action or notice immediately
after the Plan Effective Date.


 






    23


     


    

 


11.06.     Effect
of Termination.  Upon the occurrence of a Termination Date as to a Party, this Agreement shall be of no further force
and effect as to such Party and each Party subject to such termination shall be released from its commitments, undertakings, and
agreements under or related to this Agreement and shall have the rights and remedies that it would have had, had it not entered
into this Agreement, and shall be entitled to take all actions, whether with respect to the Restructuring Transactions or otherwise,
that it would have been entitled to take had it not entered into this Agreement, including with respect to any and all Claims
or causes of action.  Upon the occurrence of a Termination Date prior to the Confirmation Order being entered by a Bankruptcy
Court, any and all consents, agreements, undertakings, waivers, forbearances, votes or ballots tendered by the Parties subject
to such termination before a Termination Date shall be deemed, for all purposes, to be null and void from the first instance and
shall not be considered or otherwise used in any manner by the Parties in connection with the Restructuring Transactions and this
Agreement or otherwise; provided any Consenting Stakeholder withdrawing or changing its vote pursuant to this Section 11.06
shall promptly provide written notice of such withdrawal or change to each other Party to this Agreement and, if such withdrawal
or change occurs on or after the Petition Date, file notice of such withdrawal or change with the Bankruptcy Court. Nothing in
this Agreement shall be construed as prohibiting a Company Party or any of the Consenting Stakeholders from contesting whether
any such termination is in accordance with its terms or to seek enforcement of any rights under this Agreement that arose or existed
before a Termination Date. Except as expressly provided in this Agreement, nothing herein is intended to, or does, in any manner
waive, limit, impair, or restrict (a) any right of any Company Party or the ability of any Company Party to protect and reserve
its rights (including rights under this Agreement), remedies, and interests, including its claims against any Consenting Stakeholder,
and (b) any right of any Consenting Stakeholder, or the ability of any Consenting Stakeholder, to protect and preserve its
rights (including rights under this Agreement), remedies, and interests, including its claims against any Company Party or Consenting
Stakeholder. No purported termination of this Agreement shall be effective under this Section 11.06 or otherwise if the Party
seeking to terminate this Agreement is in material breach of this Agreement, except a termination pursuant to Section 11.02(b) or
Section 11.02(d). Nothing in this Section 11.06 shall restrict any Company Party’s right to terminate this Agreement
in accordance with Section 11.02(b).


 


Section 12.      Amendments
and Waivers.


 


(a)          This
Agreement may not be modified, amended, or supplemented, and no condition or requirement of this Agreement may be waived, in any
manner except in accordance with this Section 12.


 


(b)         This
Agreement may be modified, amended, or supplemented, or a condition or requirement of this Agreement may be waived, in a writing
signed by: (a) each Company Party and (b) the Required Consenting Stakeholders; provided that if the proposed
modification, amendment, waiver, or supplement has a material, disproportionate, and adverse effect on any of the Company Claims/Interests
held by a Consenting Stakeholder, then the consent of each such affected Consenting Stakeholder shall also be required to effectuate
such modification, amendment, waiver or supplement; provided, further, that (i) any modification, amendment,
or supplement to the definition of “Outside Date” shall not be binding on any Consenting Stakeholder that has not
provided its prior written consent to such amendment, (ii) any modification, amendment, or supplement to the definition of
 “Required Consenting Stakeholders” shall require the prior written consent of each Consenting Stakeholder, (iii) any
modification, amendment, or supplement to Section 11.04 hereof shall require the prior written consent of each Consenting
Stakeholder, (iv) any modification, amendment, or supplement to Section 4.03 shall not be binding on any Consenting
Stakeholder that has not provided its prior written consent to such amendment, and (v) any modification, amendment or supplement
to this Section 12 shall require the prior written consent of each Consenting Stakeholder.


 






    24


     


    

 


(c)          Any
proposed modification, amendment, waiver or supplement that does not comply with this Section 12 shall be ineffective and
void ab initio.


 


(d)         The
waiver by any Party of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing
waiver of such breach or as a waiver of any other or subsequent breach. No failure on the part of any Party to exercise, and no
delay in exercising, any right, power or remedy under this Agreement shall operate as a waiver of any such right, power or remedy
or any provision of this Agreement, nor shall any single or partial exercise of such right, power or remedy by such Party preclude
any other or further exercise of such right, power or remedy or the exercise of any other right, power or remedy. All remedies
under this Agreement are cumulative and are not exclusive of any other remedies provided by Law.


 


Section 13.      Miscellaneous.


 


13.01.     Acknowledgement.
Notwithstanding any other provision herein, this Agreement is not and shall not be deemed to be an offer with respect to any securities
or solicitation of votes for the acceptance of a plan of reorganization for purposes of sections 1125 and 1126 of the Bankruptcy
Code or otherwise.  Any such offer or solicitation will be made only in compliance with all applicable securities Laws, provisions
of the Bankruptcy Code, and/or other applicable Law.


 


13.02.     Tax
Matters. The Parties will work together in good faith to structure and implement the Restructuring Transactions in a tax efficient
manner; provided that such tax structure shall be reasonably acceptable to the Required Consenting Stakeholders and the
Company Parties.


 


13.03.      Exhibits
Incorporated by Reference; Conflicts. Each of the exhibits, annexes, signatures pages, and schedules attached hereto is expressly
incorporated herein and made a part of this Agreement, and all references to this Agreement shall include such exhibits, annexes,
and schedules. In the event of any inconsistency between this Agreement (without reference to the exhibits, annexes, and schedules
hereto) and the exhibits, annexes, and schedules hereto, this Agreement (without reference to the exhibits, annexes, and schedules
thereto) shall govern.


 


13.04.     Further
Assurances.  Subject to the other terms of this Agreement, the Parties agree to execute and deliver such other instruments
and perform such acts, in addition to the matters herein specified, as may be reasonably appropriate or necessary, or as may be
required by order of the Bankruptcy Court, from time to time, to effectuate the Restructuring Transactions and the Sale Transaction,
as applicable.


 


13.05.     Complete
Agreement.  Except as otherwise explicitly provided herein, this Agreement constitutes the entire agreement among the
Parties with respect to the subject matter hereof and supersedes all prior agreements, oral or written, among the Parties with
respect thereto, other than any Confidentiality Agreement.


 


13.06.     GOVERNING
LAW; SUBMISSION TO JURISDICTION; SELECTION OF FORUM.  EXCEPT TO THE EXTENT SUPERSEDED BY FEDERAL BANKRUPTCY LAW, THIS
AGREEMENT IS TO BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE
AND TO BE PERFORMED IN SUCH STATE, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF.  Each Party hereto agrees
that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement, to the extent
possible, in the Bankruptcy Court, and solely in connection with claims arising under this Agreement: (a) irrevocably submits
to the exclusive jurisdiction of the Bankruptcy Court; (b) waives any objection to laying venue in any such action or proceeding
in the Bankruptcy Court; and (c) waives any objection that the Bankruptcy Court is an inconvenient forum or does not have
jurisdiction over any Party hereto.


 






    25


     


    

 


13.07.    Trial
by Jury Waiver. EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY
IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


13.08.     Execution
of Agreement.  This Agreement may be executed and delivered in any number of counterparts and by way of electronic signature
and delivery, each such counterpart, when executed and delivered, shall be deemed an original, and all of which together shall
constitute the same agreement.  Except as expressly provided in this Agreement, each individual executing this Agreement
on behalf of a Party has been duly authorized and empowered to execute and deliver this Agreement on behalf of said Party.


 


13.09.     Rules of
Construction.  This Agreement is the product of negotiations among the Company Parties and the Consenting Stakeholders,
and in the enforcement or interpretation hereof, is to be interpreted in a neutral manner, and any presumption with regard to
interpretation for or against any Party by reason of that Party having drafted or caused to be drafted this Agreement, or any
portion hereof, shall not be effective in regard to the interpretation hereof. The Company Parties and the Consenting Stakeholders
were each represented by counsel during the negotiations and drafting of this Agreement and continue to be represented by counsel.


 


13.10.     Successors
and Assigns; Third Parties.  This Agreement is intended to bind and inure to the benefit of the Parties and their respective
successors and permitted assigns, as applicable. There are no third party beneficiaries under this Agreement, and the rights or
obligations of any Party under this Agreement may not be assigned, delegated, or transferred to any other person or entity.


 


13.11.     Notices. 
All notices hereunder shall be deemed given if in writing and delivered, by electronic mail, courier, or registered or certified
mail (return receipt requested), to the following addresses (or at such other addresses as shall be specified by like notice):


 


		(a)	if to a Company Party,
to:



 


Ascena Retail Group, Inc.

933 MacArthur Boulevard

Mahwah, New Jersey 07430


	Attn:	Michael Veitenheimer
	Email:	michael.veitenheimer@ascenaretail.com




 






    26


     


    

 


with copies to:


 


Kirkland & Ellis LLP


601 Lexington Avenue


New York, NY 10022


	Attn:	Steven N. Serajeddini
	Email:	steven.serajeddini@kirkland.com




 


and


 


Kirkland & Ellis
LLP

300 North LaSalle Street

Chicago, IL 60654


	Attn:	John R. Luze
	 	Jeff Michalik
	Email: 	john.luze@kirkland.com
		jeff.michalik@kirkland.com




 


		(b)	if to a Consenting Stakeholder,
to:



 


Milbank LLP

55 Hudson Yards

New York, NY 10001-2163


	Attn:	Evan R. Fleck
	 	Abigail L. Debold
	Email:	efleck@milbank.com
	 	adebold@milbank.com






 


		(c)	if to the members of the
Ad Hoc Group, in their capacities as Consenting Stakeholders:



 


King & Spalding LLP


1185 Avenue of the Americas


34th Floor


New York, NY 10036


	Attn:	Arthur Steinberg
	 	Michael Handler
	Email:	asteinberg@kslaw.com
	 	mhandler@kslaw.com




 


Any notice given by delivery, mail, or
courier shall be effective when received.


 






    27


     


    

 


13.12.     Fees
and Expenses. The Company Parties shall pay and reimburse all reasonable and documented fees and expenses when due (including
travel costs and expenses) and all outstanding and unpaid amounts incurred in connection with the Restructuring Transactions (including,
for the avoidance of doubt, all reasonable and documented fees and expenses incurred prior to the date hereof) of the attorneys,
accountants, other professionals, advisors, and consultants of the Lender Group (whether incurred directly or on their behalf
and regardless of whether such fees and expenses are incurred before or after the Petition Date), including the fees and expenses
of Greenhill, Milbank, Whiteford Taylor, and Loyens, including all amounts payable or reimbursable under applicable fee or engagement
letters (including any success or transaction fees when earned) with the Company Parties (which agreements shall not be terminated
by the Company Parties before the termination of this Agreement). The Company Parties shall pay and reimburse all reasonable and
documented fees and expenses incurred prior to and outstanding as of closing date of the DIP Term Agreement of King &
Spalding LLP and McGuireWoods LLP in connection with their representation of the Ad Hoc Group in the Chapter 11 Cases.


 


13.13.     Reservation
of Rights. After the termination of this Agreement pursuant to Section 11, the Parties each fully reserve any and all
of their respective rights, remedies, claims, and interests, subject to Section 11 in the case of any claim for breach of
this Agreement. Further, nothing in herein shall be construed to prohibit any Party from appearing as a party-in-interest in any
matter to be adjudicated in the Chapter 11 Cases, so long as such appearance and the positions advocated in connection therewith
are consistent with this Agreement and the Plan and are not for the purpose of, and could not reasonably be expected to have the
effect of, hindering, delaying or preventing the consummation of the Restructuring Transactions or the Sale Transaction.


 


13.14.     Independent
Due Diligence and Decision Making. Each Consenting Stakeholder hereby confirms that its decision to execute this Agreement
has been based upon its independent investigation of the operations, businesses, financial and other conditions, and prospects
of the Company Parties, and without reliance on any statement of any other Party or Entity (other than such express representations
or warranties of the Company Parties contained herein).


 


13.15.     Enforceability
of Agreement. Each of the Parties to the extent enforceable waives any right to assert that the exercise of termination rights
under this Agreement is subject to the automatic stay provisions of the Bankruptcy Code, and expressly stipulates and consents
hereunder to the prospective modification of the automatic stay provisions of the Bankruptcy Code for purposes of exercising termination
rights under this Agreement, to the extent the Bankruptcy Court determines that such relief is required.


 


13.16.     Waiver.
If the Restructuring Transactions are not consummated, or if this Agreement is terminated for any reason, the Parties fully reserve
any and all of their rights. Pursuant to Federal Rule of Evidence 408 and any other applicable rules of evidence, this
Agreement and all negotiations relating hereto shall not be admissible into evidence in any proceeding other than a proceeding
to enforce its terms or the payment of damages to which a Party may be entitled under this Agreement.


 


13.17.     Specific
Performance. It is understood and agreed by the Parties that money damages would be an insufficient remedy for any breach
of this Agreement by any Party, and each non-breaching Party shall be entitled to seek specific performance and injunctive or
other equitable relief (without the posting of any bond and without proof of actual damages) as a remedy of any such breach, including
an order of the Bankruptcy Court or other court of competent jurisdiction requiring any Party to comply promptly with any of its
obligations hereunder.


 






    28


     


    

 


13.18.     Several,
Not Joint, Claims. Except where otherwise specified, the agreements, representations, warranties, and obligations of the Parties
under this Agreement are, in all respects, several and not joint.


 


13.19.     Severability
and Construction. If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid,
or unenforceable, the remaining provisions shall remain in full force and effect if essential terms and conditions of this Agreement
for each Party remain valid, binding, and enforceable.


 


13.20.     Remedies
Cumulative. All rights, powers, and remedies provided under this Agreement or otherwise available in respect hereof at Law
or in equity shall be cumulative and not alternative, and the exercise of any right, power, or remedy thereof by any Party shall
not preclude the simultaneous or later exercise of any other such right, power, or remedy by such Party.


 


13.21.     Capacities
of Consenting Stakeholders. Each Consenting Stakeholder has entered into this agreement on account of all Company Claims/Interests
that it holds (directly or through discretionary accounts that it manages or advises) and, except where otherwise specified in
this Agreement, shall take or refrain from taking all actions that it is obligated to take or refrain from taking under this Agreement
with respect to all such Company Claims/Interests.


 


13.22.     Relationship
Among Consenting Stakeholders and the Company Parties. None of the Consenting Stakeholders shall have any fiduciary duty,
any duty of trust or confidence in any form, or other duties or responsibilities to each other, any Consenting Stakeholder, the
Company Parties, or any of the Company Parties’ creditors or other stakeholders, and, other than as expressly set forth
herein, there are no commitments among or between the Consenting Stakeholders. It is understood and agreed that any Consenting
Stakeholder may trade in any debt or equity securities of the Company Parties without the consent of the Company Parties or any
other Consenting Stakeholder, subject to applicable securities laws and this Agreement, including Section 8 hereof. No prior
history, pattern or practice of sharing confidences among or between any of the Consenting Stakeholders and/or the Company Parties
shall in any way affect or negate this understanding and agreement.


 


13.23.     Direction
to the Agent. By their signatures to this Agreement, the Initial Consenting Stakeholders signatory thereto, constituting Required
Lenders under the Term Loan Credit Agreement hereby direct and authorize the Administrative Agent (or any of its Affiliates) to
(i) consent to the entry of the Cash Collateral Order (each of the Initial Consenting Stakeholders hereby authorizes Milbank,
LLP, as counsel for the Initial Consenting Stakeholders, to direct the administrative agent under the Term Loan Credit Agreement
to consent to the entry of the Cash Collateral Order), (ii) to execute an acknowledgement to the supplement to the existing
security agreement in respect of the equity held by the Loan Parties (as defined in the Term Loan Credit Agreement) in the LuxCo
Entities as contemplated by this Agreement and (iii) to execute any documentation deemed reasonably necessary by the Administrative
Agent or its Affiliates to evidence such consent or acknowledgment, as applicable (the direction by the Required Lenders hereunder
to the Administrative Agent to grant such consent and acknowledgment, as applicable, and to take actions deemed reasonably necessary
by it to evidence such consent or acknowledgment, as applicable, is hereinafter referred to as the “Direction”).
For the avoidance of doubt, the Initial Consenting Stakeholders agree that the consents and acknowledgments granted, and the actions
taken, by the Administrative Agent and its Affiliates pursuant to and arising out of the Direction are indemnified actions covered
by the indemnification provisions of Section 9.03 of the Term Loan Credit Agreement. This Direction shall be governed by,
and construed in accordance with, the laws of the State of New York. Notwithstanding Section 13.10, the Administrative Agent
is a third party beneficiary to this Section 13.23 and is relying thereon in taking action in accordance with the Direction.


 






    29


     


    

 


13.24.     Resolicitation
Waiver. The Consenting Stakeholders hereby waiver any rights or entitlements to resolicitation with respect to the Plan, and
the Parties agree that no resolicitation is necessary.


 


13.25.     Email
Consents. Where a written consent, acceptance, approval, or waiver is required pursuant to or contemplated by this Agreement,
pursuant to Section 3.02, Section 12, or otherwise, including a written approval by the Company Parties or the Required
Consenting Stakeholders, such written consent, acceptance, approval, or waiver shall be deemed to have occurred if, by agreement
between counsel to the Parties submitting and receiving such consent, acceptance, approval, or waiver, it is conveyed in writing
(including electronic mail) between each such counsel without representations or warranties of any kind on behalf of such counsel.


 


13.26.     Publicity.
The Company Parties will submit to Milbank all press releases, public filings, or public announcements, in each case, to be made
by any of the Company Parties announcing entry into this Agreement or the transactions contemplated hereby in advance of release
and will reasonably consult with Milbank with respect to such communications. Except as required by law or regulation or by any
governmental or regulatory (including self-regulatory) authority, no Party or its advisors shall (a) use the name of any
Consenting Stakeholder in any public manner (including in any press release) or (b) disclose to any Person (including, for
the avoidance of doubt, any other Consenting Stakeholder), other than legal, accounting, financial and other advisors to the Company
Parties, the principal amount or percentage of Term Loan Claims, in each case, without such Consenting Stakeholder’s prior
written consent; provided that (i) if such disclosure is required by law, subpoena, or other legal process or regulation
or by any governmental or regulatory (including self-regulatory) authority, the disclosing Party shall afford the relevant Consenting
Stakeholder a reasonable opportunity to review and comment in advance of such disclosure if reasonably practicable and permitted
by applicable law and shall take all reasonable measures to limit such disclosure to the extent permitted by applicable law and
(ii) the foregoing shall not prohibit the public disclosure, including in connection with the Chapter 11 Cases, of the aggregate
percentage or aggregate principal amount of Claims held by all the Consenting Stakeholders collectively. Notwithstanding the foregoing,
(x) any Party hereto may disclose the identities of the Parties hereto in any action to enforce this Agreement or in an action
for damages as a result of any breaches hereof and (y) any Party hereto may disclose, to the extent expressly consented to
in writing by a Consenting Stakeholder, such Consenting Stakeholder’s identity and individual holdings.


 


13.27.     Amendment;
Ratification. The Initial Restructuring Support Agreement shall be deemed amended and supplemented as set forth in this Agreement
to the maximum extent set forth in Section 12 of the Initial Restructuring Support Agreement and this Agreement. This Agreement
constitutes a valid amendment to the Initial Restructuring Support Agreement in accordance with its terms. On and after the date
hereof, whenever this Agreement or the Initial Restructuring Support Agreement is referred to in any agreements, documents, or
instruments, such reference shall be deemed to be to this Agreement and the Initial Restructuring Support Agreement amended and
supplement in accordance with the terms of this Agreement.


 






    30


     


    

 


13.28.     Proceeds
of the Sale Transaction. Except as may be required to pay in full in cash obligations outstanding under the DIP Term Facility,
no proceeds of the Sale Transaction shall be distributed to holders of Term Loan Claims prior to the Plan Effective Date absent
the prior written consent of the Company Parties and the Required Consenting Stakeholders. For the avoidance of doubt, the Debtors
may distribute proceeds of the Sale Transaction to holders of Term Loan Claims prior to the Plan Effective Date in accordance
with the terms of the Sale Order.


 


13.29.     Amendment
to the DIP Milestones. Each Consenting Stakeholder who is also a lender under the DIP Term Facility hereby consents and agrees,
in its capacity as a lender under the DIP Term Facility, that any milestones regarding entry of the Confirmation Order and the
Plan Effective Date that are included in the DIP Term Loan Credit Agreement shall be amended to the same dates as provided in
Sections 11.01(h) and 11.01(i) of this Agreement, respectively. For the avoidance of doubt, the DIP Term Loan Obligations
(as defined in the DIP Financing Order), including the Redemption Premium, shall be paid in full in cash on the Closing Date in
accordance with the terms of the Sale Order.


 


IN WITNESS WHEREOF,
the Parties hereto have executed this Agreement on the day and year first above written.


 


[Signature pages follow.]


 






    31


     


    

 





Company Parties’ Signature
Page to
 the Second Amended and Restated Restructuring Support Agreement 


 


Ascena
retail group, inc. 


and
the other COMPANY PARTIES


 


	By:	/s/ Carrie W. Teffner	 
	Name: Carrie W. Teffner	 
	Authorized Signatory	 




 









     


     


    

 


	 	ANNTAYLOR LOFT GP LUX S.À
    R.L.
	 	 
	 	By:	/s/ Marc Crawford
	 	Name: Marc Crawford
	 	Title: authorised signatory 
	 	 
	 	ANNTAYLOR LOFT BORROWER LUX
    SCS
	 	 
	 	By:	/s/ Marc Crawford
	 	Name: Marc Crawford
	 	Title: authorised signatory




 






     


     


    

 





Consenting Stakeholder Signature
Page to
 the Second Amended and Restated Restructuring Support Agreement 


 


[CONSENTING
STAKEHOLDER SIGNATURE PAGES On file with the Company] 


 






     


     


    

 


EXHIBIT A



 


Company Parties


 


Ascena Retail Group, Inc.






	933 Inspiration LLC

        ANN Card Services, Inc.

        ANN, Inc.

        AnnCo, Inc.

        AnnTaylor Distribution Services, Inc.

        AnnTaylor of Puerto Rico, Inc.

        AnnTaylor Retail, Inc.

        AnnTaylor, Inc.

        AnnTaylor Loft Borrower Lux SCS

        AnnTaylor Loft GP Lux S.À R.L.

        Ascena Retail Holdings, Inc.

        Ascena Trade Services, LLC

        ASNA Plus Fashion, Inc.

        ASNA Value Fashion LLC

        BackingBrands Buying Agent, LLC

        BackingBrands Solutions, LLC

        C.S.F. Corp.

        Catalog Receivables LLC

        Catalog Seller LLC

        Catherines #5124, Inc.

        Catherines #5147, Inc.

        Catherines Stores Corporation

        Catherines, Inc.

        CCTM, Inc.

        Charming Sales Co. Four, Inc.

        Charming Sales Co. One, Inc.

        Charming Sales Co. Three, Inc.

        Charming Sales Co. Two, Inc.

        Charming Shoppes of Delaware, Inc.

        Charming Shoppes Receivables Corp.

        Charming Shoppes Seller, Inc.

        Charming Shoppes Street, Inc.

        Charming Shoppes, Inc.

        Chestnut Acquisition Sub Inc.

        Crosstown Traders, Inc.

        CS Holdco II Inc.

        CSGC, Inc.

        CSI Industries, Inc.

        CSPE, LLC

        DBI Holdings, Inc.

        DBCM Holdings, LLC

        DBX, Inc. 

         

        




     


     


    


 


Duluth Real Estate LLC


Etna Retail DC, LLC


Fashion Apparel Sourcing LLC


Fashion Service Fulfillment Corporation


Fashion Service LLC


GC Fulfillment, LLC


Lane Bryant #6243, Inc.


Lane Bryant of Pennsylvania, Inc.


Lane Bryant Outlet 4106, Inc.


Lane Bryant Purchasing Corp.


Lane Bryant, Inc.


PSTM, Inc.


Sponsi, Inc.


Spirit of America, Inc.


Too GC, LLC


Tween Brands Agency, Inc.


Tween Brands Direct Services Inc.


Tween Brands Investment, LLC


Tween Brands Marketing, Inc.


Tween Brands Service Co.


Tween Brands, Inc.


Winks Lane, Inc.


Worldwide Retail Holdings, Inc.








 






     


     


    

 





EXHIBIT B


 


Restructuring Term Sheet


 


[Attached]


 






     


     


    

 



 


Execution Version


 







 



 


Ascena
Retail Group, Inc., et al.


Restructuring
Term Sheet1


 





 



 


This
term sheet (the “Restructuring Term Sheet”) sets forth the principal terms of the Restructuring Transactions.
The Restructuring Transactions will be consummated through cases (the “Chapter 11 Cases”) under chapter 11
of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the
Eastern District of Virginia, Richmond Division (the “Bankruptcy Court”) and as otherwise set forth in the
Restructuring Support Agreement. This Restructuring Term Sheet does not include a description of all of the terms, conditions,
and other provisions that are to be contained in the definitive documentation governing the Restructuring Transactions, which
shall be subject to the applicable consent and approval rights of the Parties as set forth in the Restructuring Support Agreement.


 


THIS
RESTRUCTURING TERM SHEET DOES NOT CONSTITUTE (NOR WILL IT BE CONSTRUED AS) AN OFFER WITH RESPECT TO ANY SECURITIES OR A SOLICITATION
OF ACCEPTANCES OR REJECTIONS AS TO ANY CHAPTER 11 PLAN OF REORGANIZATION, IT BEING UNDERSTOOD THAT SUCH A SOLICITATION, IF ANY,
SHALL BE MADE ONLY IN COMPLIANCE WITH APPLICABLE PROVISIONS OF SECURITIES, BANKRUPTCY AND/OR OTHER APPLICABLE STATUTES, RULES,
AND LAWS.


 


UNLESS
OTHERWISE SET FORTH HEREIN, TO THE EXTENT THAT ANY PROVISION OF THIS RESTRUCTURING TERM SHEET IS INCONSISTENT WITH ANOTHER PROVISION
OF THE RESTRUCTURING SUPPORT AGREEMENT, THE TERMS OF THIS RESTRUCTURING TERM SHEET WITH RESPECT TO SUCH PROVISION SHALL CONTROL.


 


	OVERVIEW
	Implementation	The
        Debtors will effectuate the Restructuring Transactions through the filing of the Chapter 11 Cases and confirmation of
        the Plan, which shall be consistent with this Restructuring Term Sheet, subject to the terms and conditions set forth
        in the Restructuring Support Agreement. As further described herein and in the Restructuring Support Agreement, including
        the Backstop Commitment Letter, the Restructuring Transactions shall be funded through: (i) the consensual use of cash
        collateral under the Cash Collateral Order and the DIP Financing Order; (ii) a DIP Term Facility including $150 million
        in New Money DIP Loans and $161.8 million in Roll-Up DIP Loans; (iii) as applicable, a DIP ABL Facility; and (iv) the
        Exit Facilities.

         

        The
        Plan will constitute a separate chapter 11 plan of reorganization for each Debtor. For the avoidance of doubt, any action
        required to be taken by the Debtors on the Plan Effective Date pursuant to this Restructuring
        Term Sheet may be taken on the Plan Effective Date or as soon as is reasonably practicable
        thereafter.

         

	FINANCING
	DIP
    ABL Facility	The
    Debtors may obtain a commitment from certain ABL Lenders to provide an up to $400 million senior secured asset-based revolving
    debtor-in-possession credit facility (the “DIP ABL Facility”), pursuant to which the commitments and loans
    of the ABL Lenders under the ABL Facility will convert into the DIP ABL Facility during the Chapter 11 Cases pursuant to the
    DIP Financing Order, and will obtain a commitment from certain lenders to provide the Exit ABL Facility in an amount not less
    than $400 million subject to the conditions set forth in the ABL Commitment Letter.



 





 






		1	Capitalized
                                         terms used but not defined in this Restructuring Term Sheet have the meanings ascribed
                                         to them in (i) the Restructuring Support Agreement, dated as of July 23, 2020 (the “Restructuring
                                         Support Agreement”), to which this Restructuring Term Sheet is attached as
                                         Exhibit B or (ii) Annex I hereto.



 






     


     


    

 


	DIP
    Term Facility	Certain
        Prepetition Term Lenders (as defined in the Backstop Commitment Letter) and/or their affiliates (in their capacities as
        such, the “Backstop Commitment Parties”) have committed to provide the Debtors with an up to $311.8
        million superpriority senior secured debtor-in-possession term loan credit facility (the “DIP Term Facility”)
        consisting of (a) $150 million in new money term loans (the “New Money DIP Loans”) and (b) $161.8 million
        of term loans (the “Roll-Up DIP Loans” and, together with the New Money DIP Loans, the “DIP
        Term Loans”) rolling Term Loan Claims held by the DIP Term Lenders that provide New Money DIP Loans on the terms
        and conditions set forth in the Backstop Commitment Letter and the DIP Financing Order. Prepetition Term Lenders (including,
        for the avoidance of doubt, the Backstop Commitment Parties) will have the right to commit to their ratable share of 50%
        of the DIP Term Facility up to the date that is expected to be 10 business days after distribution of the Syndication
        Materials, which is estimated to occur within 5 business days after the Petition Date, by executing the Restructuring
        Support Agreement and taking such other actions as specified in the Syndication Materials. For the avoidance of doubt,
        participation in the DIP Term Facility shall include a commitment to convert the DIP Term Loans into First Out Exit Term
        Loans on the Plan Effective Date if certain conditions as set forth in the DIP Term Agreement and Exit Facility Term Sheet
        attached as Exhibit D to the Restructuring Support Agreement are satisfied

         

        The
        Cash Collateral Order and DIP Financing Order will include customary adequate protection for the Term Lenders, including,
        without limitation, and as acceptable to the Majority Backstop Commitment Parties:

         

        i.       
        superpriority adequate protection claims and adequate protection liens to the extent of any diminution in value
        in the collateral securing the Term Loan Claims, which adequate protection liens shall include liens on all unencumbered
        assets of the Debtors (excluding any assets that qualify as ABL Priority Collateral (as defined in the ABL Credit Agreement)
        and including the funding account for the DIP Term Facility and 100% of the equity interests in the LuxCo Entities);

         

        ii.      
        payment of the fees and expenses of the Lender Group’s advisors; and

         

        iii.     
        the reporting and milestones described below.

         

        Material
        terms for the DIP Term Loans include, without limitation and as set forth in the Form DIP Credit Agreement:

         

        a.      
        Maturity: Earlier of (i) 6 months after the Effective Date of the DIP Term Agreement, (ii) conversion into
        the First Out Term Loan Facility, (iii) dismissal of the Chapter 11 Cases, (iv) acceleration, (v) a sale of all or substantially
        all of the Debtors’ assets, and (vi) the Plan Effective Date

         

        b.       
        Coupon: L+1,175 bps

         

        c.       
        LIBOR Floor: 1.00%

         

        d.      
        Commitment Payment: 250 bps payable in cash on the principal amount of New Money DIP Loans to all DIP Term
        Lenders that provide New Money DIP Loans (including the Backstop Commitment Parties)

         




 






     - 2 -


     


    

 


	 	e.       Seasoning/Fronting: Fees to be paid by the Company Parties (in addition to the Backstop Premium and Commitment Payment) 

                                                                                                                                                                                    

                                                                                                                                                                                    f.        Mechanics: Full amount of the New Money DIP Term Loans may be drawn after entry of the DIP Financing Order, subject to the terms and conditions set forth in the DIP Credit Agreement   g.       Ratings Covenant: Commercially reasonable efforts to obtain a rating by each of S&P and Moody’s within 15 days of the entry of the DIP Financing Order 

                                                                                                                                                                                    

                                                                                                                                                                                   h.      
Milestones: Consistent with the milestones contained in sections 11.01(a) through 11.01(g) of the Restructuring
Support Agreement.

                                                                                                                                                                                    

                                                                                                                                                                                   i.        
Events of Default: Customary debtor-in-possession facility “Events of Default”

                                                                                                                                                                                    

                                                                                                                                                                                   j.        
Covenants: Customary covenants for similarly sized debtor-in-possession facilities

                                                                                                                                                                                    

                                                                                                                                                                                   k.       
Reporting: Monthly, quarterly and annual Financial Statements; weekly reports of liquidity and line-item receipts
and disbursements (including professional fees); weekly advisor and lender steering committee calls

                                                                                                                                                                                    

                                                                                                                                                                                   l.       
Variance Reporting: Delivered weekly, with written explanations for variances above 15% of actual receipts or actual
operating disbursements (unless the dollar amount corresponding to such percentage variance is less than $1 million)

                                                                                                                                                                                    

                                                                                                                                                                                   m.      
Budget: Delivered monthly, subject to approval of the Required Lenders

                                                                                                                                                                                    

                                                                                                                                                                                   n.       
Permitted Variance: 20%, tested on a cumulative basis, tested weekly on a 4-week rolling basis, of total net cash
flow to projected net cash flow, applicable only when Liquidity (as defined in the Form DIP Credit Agreement) is less than $150
million

                                                                                                                                                                                    

                                                                                                                                                                                   o.        Liquidity
Covenant: Minimum Liquidity of $100 million

                                                                                                                                                                                    

                                                                                                                                                                                   p.     
Collateral: First priority on all collateral securing the Term Loan Claims and all unencumbered assets (excluding
any assets that qualify as ABL Priority Collateral, which shall be subject to a second priority lien), including, for the avoidance
of doubt, a first priority interest in the funding account for the DIP Term Facility and 100% of the equity interests in the LuxCo
Entities

                                                                                                                                                                                    

                                                                                                                                                                                   q.       Use
of Proceeds: To be used in accordance with the approved budget for (i) transaction expenses, (ii) adequate protection payments,
(iii) fund Carve Out and (iv) general corporate purposes. Up to $50 million of the proceeds of the DIP Term Loans may be used
to repay any DIP ABL Facility Claims in cash

                                                                                                                                                                                    

                                                                                                                                                                                   The DIP Term Loans will be repaid in cash on their stated maturity date; provided
that, if certain conditions as set forth in the DIP Term Agreement and Exit Facility Term Sheet attached as Exhibit D
to the Restructuring Support Agreement are satisfied, on the Conversion Date (as defined in the DIP Term Agreement), the DIP Term
Loans held as of the date that is 2 Business Days prior to the Plan Effective Date will be converted to loans under the First
Out Term Loan Facility (the “First Out Exit Term Loans”) on the terms and conditions set forth in the DIP Term
Agreement and the Exit Facility Term Sheet; provided that upon certain events described in the DIP Term Agreement and if
the Conversion Date has not occurred, each DIP Term Loan shall be repaid with a non-refundable aggregate premium in an amount
equal to 11.23% of the DIP Term Loans so repaid in cash on the date on which such DIP Term Loans are repaid, and shall be subject
to the withholding provisions set forth in Section 2.15 of the DIP Term Agreement.  







 






     - 3 -


     


    

 


	Backstop
    Commitment	Pursuant
        to the Backstop Commitment Letter, the Backstop Commitment Parties will, in the allocations set forth on Schedule 1 thereto,
        (a) provide 50% of the DIP Term Loans and First Out Exit Term Loans and (b) provide any DIP Term Loans and First Out Exit
        Term Loans not provided by other Prepetition Term Lenders in accordance with the syndication process described above.

         

        As
        consideration for the Backstop Commitments and agreements of the Backstop Commitment Parties under the Restructuring Support
        Agreement, Ascena Topco will pay (or cause to be paid) to the Backstop Commitment Parties (or, at any Backstop Commitment
        Party’s option and upon such Related Lender’s designation (which may be provided by electronic communication),
        its Related Lender), a non-refundable backstop premium equal to $7.5 million (the “Backstop Premium”),2
        which shall be allocated to each Backstop Commitment Party, in an amount equal to (1) its percentage set
        forth on Schedule 2 to the Backstop Commitment Letter (the “Backstop Percentage”), multiplied by
        (2) the Backstop Premium, which shall be fully earned, nonrefundable and non-avoidable on the execution of the Backstop
        Commitment Letter and payable, free and clear of any withholding tax, in cash upon the funding of the New Money DIP Loans.

         

        If
        (a) a Termination Date occurs prior to the funding of the DIP Term Facility or (b) the DIP Term Facility has been funded
        and the Conversion Date does not occur, a non-refundable aggregate premium in an amount equal to $7.5 million shall be
        payable, free and clear of any withholding tax, in cash (the “Termination Premium”) on the Termination
        Date, in the case of clause (a), or the date on which the DIP Term Loans are repaid in full in cash, in the case of clause
        (b), which shall be allocated to each Backstop Commitment Party in an amount equal to (1) its Backstop Percentage, multiplied
        by (2) the Termination Premium.

         

	Definitive
    Documents	Any
    documents, including any Definitive Documents, that remain the subject of negotiation as of the Agreement Effective Date shall
    be subject to the rights and obligations set forth in the Restructuring Support Agreement.  Failure to reference
    such rights and obligations as it relates to any document referenced in this Restructuring Term Sheet shall not impair such
    rights and obligations.



 





 






		2	For tax purposes, unless
otherwise required by a change in applicable tax law or contrary determination (as defined in Section 1313(a) of the Internal
Revenue Code of 1986, as amended), the Company Parties and the Backstop Commitment Parties will (i) treat the Backstop Premium
and the Termination Premium as premiums paid by Ascena Topco to the Backstop Commitment Parties in exchange for the issuance of
a put right to Ascena Topco with respect to the DIP Term Facility and (ii) not take any tax position inconsistent with the tax
treatment described in clause (i).



 






     - 4 -


     


    

 


	TREATMENT
    OF CLAIMS AND INTERESTS UNDER THE PLAN
	DIP
    ABL Facility Claims	To
        the extent the Debtors obtain a commitment for a DIP ABL Facility that is funded prior to the Plan Effective Date, the
        Plan shall provide as follows:

         

        i.       
        If those certain conversion conditions set forth in the DIP ABL Agreement remain unsatisfied as of the Plan Effective
        Date, on the Plan Effective Date, each holder of an allowed DIP ABL Facility Claim shall receive, unless such holder agrees
        to less favorable treatment, cash in an amount equal to its allowed DIP ABL Facility Claim in full and final satisfaction,
        release, and discharge of, and in exchange for, such allowed DIP ABL Facility Claim.

         

        ii.      
        If those certain conversion conditions as set forth in the DIP ABL Agreement are fully satisfied as of the Plan
        Effective Date, on the Plan Effective Date, each holder of an allowed DIP ABL Facility Claim shall receive, unless such
        holder agrees to less favorable treatment, its pro rata share of participation in the Exit ABL Facility.

         

	DIP
    Term Facility Claims	On
    the Plan Effective Date, each holder of an allowed DIP Term Facility Claim shall receive, unless such holder agrees to less
    favorable treatment and subject to the terms and conditions of the DIP Term Facility and the Exit Facility Term Sheet, cash
    in an amount equal to its allowed DIP Term Facility Claim; provided that, if certain conditions as set forth in the
    DIP Term Agreement and Exit Facility Term Sheet are satisfied, each holder of an allowed DIP Term Facility Claim shall receive
    (i) loans arising under the First Out Exit Term Loan Facility in an amount equal to such holder’s allowed DIP Term Facility
    Claim and (ii) cash on account of accrued and unpaid interest and other charges payable through the Plan Effective Date, in
    full and final satisfaction, release, and discharge of, and in exchange for, such allowed DIP Term Facility Claim.
	Administrative
    Claims	On
    the Plan Effective Date, each holder of an allowed Administrative Claim shall receive payment in full in cash.
	Priority
    Tax Claims	On
    the Plan Effective Date, each holder of an allowed Priority Tax Claim shall receive treatment in a manner consistent with
    section 1129(a)(9)(C) of the Bankruptcy Code.
	Other
    Secured Claims	Each
        holder of an allowed Other Secured Claim shall receive, at the option of the applicable Debtor:

         

        i.       
        payment in full in cash;

         

        ii.      
        delivery of the collateral securing any such Claim and payment of any interest required under section 506(b) of
        the Bankruptcy Code;

         

        iii.     
        reinstatement of such Claim; or

         

        iv.     
        other treatment rendering such Claim unimpaired.

         

	Other
    Priority Claims	Each
    holder of an Other Priority Claim shall receive payment in full in cash or other treatment rendering such Claim unimpaired.



 






     - 5 -


     


    

 


	ABL
    Claims	To
        the extent any allowed ABL Claims remain outstanding on the Plan Effective Date, each holder of an allowed ABL Claim shall
        receive:

         

        i.        
        payment in full in cash of its allowed ABL Claim;

         

        ii.       
        the collateral securing its allowed ABL Claim;

         

        iii.      
        reinstatement of its allowed ABL Claim under the Exit ABL Facility; or

         

        iv.     
        such other treatment that renders its allowed ABL Claim unimpaired in accordance with section 1124 of the Bankruptcy
        Code.

         

	Term
    Loan Claims	Each
        holder of an allowed Term Loan Claim shall receive its pro rata share of:

         

        i.       
        $88.2 million of Last Out Term Loans, which shall include the terms set forth in the Exit Facility Term Sheet;
        and

         

        ii.      
        55.1% of the common shares of Reorganized Ascena (such shares, the “New Common Stock”) less
        the percentage of New Common Stock distributed as the Equity Premium (as defined below), subject to dilution on account
        of the Management Incentive Plan.

         

	General
    Unsecured Claims	i.       
        If holders of allowed General Unsecured Claims vote as a class to accept the Plan, each holder of
        an allowed General Unsecured Claim shall receive its pro rata share of cash in an aggregate amount equal to $500,000,
        as determined by the Debtors and the Required Consenting Stakeholders.

         

        ii.      
        If holders of allowed General Unsecured Claims vote as a class to reject the Plan, each holder of
        an allowed General Unsecured Claim shall receive treatment consistent with section 1129(a)(7) of the Bankruptcy Code,
        as determined by the Debtors and the Required Consenting Stakeholders.

         

	Intercompany
    Claims	Each
    allowed Intercompany Claim shall be reinstated, distributed, contributed, set off, settled, cancelled and released, or otherwise
    addressed at the option of the Reorganized Debtors.
	Intercompany
    Interests	Intercompany
    Interests shall receive no recovery or distribution and be reinstated solely to the extent necessary to maintain the Debtors’
    corporate structure.
	Interests
    in Ascena	Each
    holder of an allowed Interest in Ascena shall have such Interest cancelled, released, and extinguished without any distribution.
	CHAPTER
    11 PLAN RELEASES, EXCULPATION, AND INJUNCTION PROVISIONS
	Discharge
    of Claims and Termination of Interests	Pursuant
    to section 1141(d) of the Bankruptcy Code, and except as otherwise specifically provided in the Plan or in any contract, instrument,
    or other agreement or document created pursuant to the Plan, the distributions, rights, and treatment that are provided in
    the Plan shall be in complete satisfaction, discharge, and release, effective as of the Plan Effective Date, of Claims (including
    any Intercompany Claims resolved or compromised after the Plan Effective Date by the Reorganized Debtors), Interests, and
    Causes of Action against any Debtor of any nature whatsoever, including any interest accrued on Claims from and after the
    Petition Date, whether known or unknown, against, liabilities of, Liens on, obligations of, rights against, and Interests
    in, the Debtors or any of their assets or properties, regardless of whether any property shall have been distributed or retained
    pursuant to the Plan on account of such Claims and Interests, including demands, liabilities, and Causes of Action that arose
    before the Plan Effective Date, any liability (including withdrawal liability) to the extent such Claims or Causes of Action
    accrued before the Plan Effective Date, and all debts of the kind specified in sections 502(g), 502(h), or 502(i) of the Bankruptcy
    Code, in each case whether or not:  (1) a Proof of Claim based upon such debt or right is filed or deemed filed
    pursuant to section 501 of the Bankruptcy Code; (2) a Claim based upon such debt or right is Allowed pursuant to section
    502 of the Bankruptcy Code; or (3) the holder of such a Claim or Interest has accepted the Plan.  Any default
    or “event of default” by the Debtors or their Affiliates with respect to any Claim that existed immediately before
    or on account of the filing of the Chapter 11 Cases shall be deemed cured (and no longer continuing) as of the Plan Effective
    Date.  Unless expressly provided in the Plan, the Confirmation Order shall be a judicial determination of the discharge
    of all Claims and Interests subject to the Plan Effective Date occurring.



 






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	Releases
    by the Debtors	Effective
    as of the Plan Effective Date, pursuant to section 1123(b) of the Bankruptcy Code, for good and valuable consideration, the
    adequacy of which is hereby confirmed, on and after the Plan Effective Date, each Released Party is conclusively, absolutely,
    unconditionally, irrevocably, and forever released and discharged by each and all of the Debtors, the Reorganized Debtors,
    and their Estates, in each case on behalf of themselves and their respective successors, assigns, and representatives, and
    any and all other entities who may purport to assert any Cause of Action, directly or derivatively, by, through, for, or because
    of the foregoing entities, from any and all Causes of Action, including any derivative claims, asserted or assertable on behalf
    of any of the Debtors, whether known or unknown, foreseen or unforeseen, matured or unmatured, existing or hereafter arising,
    in law, equity, contract, tort, or otherwise, that the Debtors, the Reorganized Debtors, or their Estates would have been
    legally entitled to assert in their own right (whether individually or collectively) or on behalf of the holder of any Claim
    against, or Interest in, a Debtor or other Entity, based on or relating to, or in any manner arising from, in whole or in
    part, the Debtors (including the management, ownership, or operation thereof), the purchase, sale, or rescission of any security
    of the Debtors or the Reorganized Debtors, the subject matter of, or the transactions or events giving rise to, any Claim
    or Interest that is treated in the Plan, the business or contractual arrangements between any Debtor and any Released Party,
    the Debtors’ in- or out-of-court restructuring efforts, intercompany transactions, the ABL Credit Agreement, the Term
    Loan Credit Agreement, the Chapter 11 Cases, the Restructuring Support Agreement, the formulation, preparation, dissemination,
    negotiation, entry into, or filing of, as applicable, the Restructuring Support Agreement and related prepetition transactions,
    the Backstop Commitment Letter, the Disclosure Statement, the New Corporate Governance Documents, the Plan, the Exit Facilities,
    the DIP Financing Order, or any Restructuring Transaction, contract, instrument, release, or other agreement or document created
    or entered into in connection with the Restructuring Support Agreement, Disclosure Statement, the New Corporate Governance
    Documents, the Exit Facilities, or the Plan, the filing of the Chapter 11 Cases, the pursuit of Confirmation, the pursuit
    of Consummation, the administration and implementation of the Restructuring Transactions, including the issuance or distribution
    of Securities pursuant to the Plan, or the distribution of property under the Plan or any other related agreement, or upon
    any other act, omission, transaction, agreement, event, or other occurrence (in each case, related to any of the foregoing)
    taking place on or before the Plan Effective Date.



 






     - 7 -


     


    

 


	Releases
    by Holders of Claims and Interests 	Effective
    as of the Plan Effective Date, each Releasing Party, in each case on behalf of itself and its respective successors, assigns,
    and representatives, and any and all other entities who may purport to assert any Cause of Action, directly or derivatively,
    by, through, for, or because of the foregoing entities, is deemed to have released and discharged each Debtor, Reorganized
    Debtor, and Released Party from any and all Causes of Action, whether known or unknown, including any derivative claims, asserted
    or assertable on behalf of any of the Debtors, that such Entity would have been legally entitled to assert (whether individually
    or collectively), based on or relating to, or in any manner arising from, in whole or in part, the Debtors (including the
    management, ownership or operation thereof), the purchase, sale, or rescission of any security of the Debtors or the Reorganized
    Debtors, the subject matter of, or the transactions or events giving rise to, any Claim or Interest that is treated in the
    Plan, the business or contractual arrangements between any Debtor and any Released Party, the Debtors’ in- or out-of-court
    restructuring efforts, intercompany transactions, the ABL Credit Agreement, the Term Loan Credit Agreement, the Chapter 11
    Cases, the Restructuring Support Agreement, the formulation, preparation, dissemination, negotiation, entry into, or filing
    of, as applicable, the Restructuring Support Agreement and related prepetition transactions, the Backstop Commitment Letter,
    the Disclosure Statement, the New Corporate Governance Documents, the Plan, the Exit Facilities, the DIP Financing Order,
    or any Restructuring Transaction, contract, instrument, release, or other agreement or document created or entered into in
    connection with the Restructuring Support Agreement, the Disclosure Statement, the New Corporate Governance Documents, the
    Exit Facilities, the Plan (including, for the avoidance of doubt, providing any legal opinion requested by any Entity regarding
    any transaction, contract, instrument, document, or other agreement contemplated by the Plan or the reliance by any Released
    Party on the Plan or the Confirmation Order in lieu of such legal opinion), the filing of the Chapter 11 Cases, the pursuit
    of Confirmation, the pursuit of Consummation, the administration and implementation of the Plan, including the issuance or
    distribution of Securities pursuant to the Plan, or the distribution of property under the Plan or any other related agreement,
    or upon any other act, omission, transaction, agreement, event, or other occurrence (in each case, related to any of the foregoing)
    taking place on or before the Plan Effective Date.
	Exculpation
    	Notwithstanding
    anything contained in the Plan to the contrary, no Exculpated Party shall have or incur, and each Exculpated Party is hereby
    released and exculpated from any Cause of Action or any claim related to any act or omission in connection with, relating
    to, or arising out of, the Chapter 11 Cases, the formulation, preparation, dissemination, negotiation, filing, or termination
    of the Restructuring Support Agreement and related prepetition transactions, the Disclosure Statement, the Plan, the Exit
    Facilities, the Backstop Commitment Letter, the DIP Financing Order, or any Restructuring Document, contract, instrument,
    release or other agreement or document (including providing any legal opinion requested by any Entity regarding any transaction,
    contract, instrument, document, or other agreement contemplated by the Plan or the reliance by any Exculpated Party on the
    Plan or the Confirmation Order in lieu of such legal opinion) created or entered into in connection with the Disclosure Statement
    or the Plan, the filing of the Chapter 11 Cases, the pursuit of Confirmation, the pursuit of Consummation, the administration
    and implementation of the Plan, including the issuance of Securities pursuant to the Plan, or the distribution of property
    under the Plan or any other related agreement, except for claims related to any act or omission that is determined in a final
    order to have constituted actual fraud, willful misconduct, or gross negligence, but in all respects such Entities shall be
    entitled to reasonably rely upon the advice of counsel with respect to their duties and responsibilities pursuant to the Plan.  The
    Exculpated Parties have, and upon consummation of the Plan shall be deemed to have, participated in good faith and in compliance
    with the applicable laws with regard to the solicitation of, and distribution of, consideration pursuant to the Plan and,
    therefore, are not, and on account of such distributions shall not be, liable at any time for the violation of any applicable
    law, rule, or regulation governing the solicitation of acceptances or rejections of the Plan or such distributions made pursuant
    to the Plan.  



 






     - 8 -


     


    

 


	Injunction	Except
    with respect to the obligations arising under the Plan, the DIP Financing Order, or the Confirmation Order, and except as
    otherwise expressly provided in the Plan, the DIP Financing Order, or the Confirmation Order, all Entities that held, hold,
    or may hold claims or interests or Causes of Action that have been released, discharged, or exculpated pursuant to the Plan,
    are permanently enjoined, from and after the Plan Effective Date, from taking any of the following actions against, as applicable,
    the Reorganized Debtors or the other Released Parties:  (i) commencing or continuing in any manner any action
    or other proceeding of any kind on account of or in connection with or with respect to any such claims or interests or Causes
    of Action; (ii) enforcing, attaching, collecting, or recovering by any manner or means any judgment, award, decree, or
    order against such Entities on account of or in connection with or with respect to any such claims or interests or Causes
    of Action; (iii) creating, perfecting, or enforcing any Lien or encumbrance of any kind against such Entities or the
    property of such Entities on account of or in connection with or with respect to any such claims or interests or Causes of
    Action; (iv) asserting any right of setoff, subrogation, or recoupment of any kind against any obligation due from such
    Entities or against the property of such Entities on account of or in connection with or with respect to any such claims or
    interests or Causes of Action unless such Entity has timely asserted such setoff right in a document filed with the Bankruptcy
    Court explicitly preserving such setoff, and notwithstanding an indication of a claim or interest or otherwise that such Entity
    asserts, has, or intends to preserve any right of setoff pursuant to applicable law or otherwise; and (v) commencing
    or continuing in any manner any action or other proceeding of any kind on account of or in connection with or with respect
    to any such claims or interests or Causes of Action released or settled or subject to exculpation pursuant to the Plan.
	OTHER
    TERMS OF THE RESTRUCTURING TRANSACTIONS
	Equity
    Allocation	On
    the Plan Effective Date, each Consenting Stakeholder shall receive (a) its pro rata share (the numerator being such party’s
    holdings of First Out Exit Term Loans (including through any of its Related Parties) and the denominator being the aggregate
    outstanding amount of all First Out Exit Term Loans) of 44.9% of the New Common Stock, which will be subject to dilution from
    the Management Incentive Plan, and (b) its pro rata share (based on such party’s Backstop Percentage (including through
    any of its Related Parties)) of an amount of New Common Stock equal to $7.5 million, calculated assuming a total equity value
    of Reorganized Ascena to be agreed by the Company Parties and the Required Consenting Stakeholders (such pro rata share, the
    “Equity Premium”), which will be subject to dilution from the Management Incentive Plan.3



 





 






		3	For tax purposes, unless otherwise required by a change
in applicable tax law or contrary determination (as defined in Section 1313(a) of the Internal Revenue Code of 1986, as amended),
(i) the Company Parties and the Consenting Stakeholders as of the Petition Date will treat the Equity Premium as acquired by such
Consenting Stakeholders at the Plan Effective Date in exchange for participation in the Restructuring Transactions and for tax
purposes more specifically as a put premium and (ii) not take any tax position inconsistent with the tax treatment described in
clause (i).



 






     - 9 -


     


    

 


	Critical
    Vendors	The
    Debtors will seek the Bankruptcy Court’s approval to use up to $50 million in the aggregate to pay the prepetition claims
    of certain foreign and critical vendors, subject to the consent and consultation rights in the Restructuring Support Agreement.
	LuxCo
    Entities	On
    the Execution Date, all of the previously unencumbered equity held by the Loan Parties (as defined in the Term Loan Credit
    Agreement) in the LuxCo Entities will be pledged as Collateral (as defined in the Term Loan Credit Agreement).
	New
    Board	The
        initial board of directors, members, or managers, as applicable (each, a “Director”), of Reorganized
        Ascena (the “New Board”) will consist of 7 Directors, including, subject to the terms of the New Corporate
        Governance Documents:

         

i.
       Carrie W. Teffner;




ii.
       the CEO of Reorganized Ascena;




iii.      1 Director determined by Bain Capital Credit, LP (“Bain”);




iv.
      1 Director determined by Monarch Alternative Capital LP (“Monarch”); 




v.       1 Director determined collectively by Bain, Eaton Vance Management, Lion Point Capital, LP, and Monarch; and




vi.
      2 Directors determined by the Backstop Commitment Parties.

 



	Management
    Incentive Plan	The
    Reorganized Debtors will reserve a pool of up to 10% of the New Common Stock for a post-emergence management incentive plan
    (the “Management Incentive Plan”) for management employees of the Reorganized Debtors, which will contain
    terms and conditions (including, without limitation, with respect to participants, form, allocation, structure, duration and
    timing and extent of issuance and vesting) as determined at the discretion of the New Board after the Plan Effective Date.  
	Tax
    Structure	The
    Parties will work together in good faith to structure and implement the Restructuring Transactions in a tax efficient manner;
    provided that such tax structure shall be reasonably acceptable to the Required Consenting Stakeholders and the Company
    Parties.
	Executory
    Contracts and Unexpired Leases	The
    Plan will provide that the executory contracts and unexpired leases that are not rejected as of the Plan
    Effective Date (either pursuant to the Plan or a separate motion) will be deemed assumed pursuant to section 365 of
    the Bankruptcy Code.



 






     - 10 -


     


    

 


	Employment
    Obligations	Pursuant
    to the Restructuring Support Agreement and this Restructuring Term Sheet, the Consenting Stakeholders consent to the continuation
    and assumption of all of the Debtors’ wages, compensation, and employee benefits programs according to existing terms
    and practices, including executive and Insider compensation and benefits programs, Insider and non-Insider severance programs,
    Insider and non-Insider incentive programs, and Insider and non-Insider retention programs, in each case as are in effect
    as of the Agreement Effective Date and have been disclosed to counsel for the Required Consenting Stakeholders, including
    any modifications agreed between the Debtors and the Required Consenting Stakeholders prior to the effectiveness of the Restructuring
    Support Agreement (collectively, the “Employee Benefits Programs”), and any motions in the Bankruptcy Court
    for approval thereof; provided, however, that Employee Benefits Programs shall not include (x) any compensation, post-employment,
    separation or retirement arrangement with any former Insider (as of the Agreement Effective Date) or (y) any non-qualified
    deferred compensation plan or supplemental retirement plan, solely to the extent and such plan would benefit any former Insider
    (as of the Agreement Effective Date), in each case without the consent of the Required Consenting Stakeholders following the
    Petition Date.  On the Plan Effective Date, pursuant to the Plan, the
    Debtors shall assume all obligations related to all Employee Benefits Programs (as agreed to be modified between the Debtors
    and the Required Consenting Stakeholders prior to the effectiveness of the Restructuring Support Agreement, as applicable)
    and assume all employment agreements or letters, indemnification agreements, or other agreements entered into with current
    and former employees (as agreed to be modified between the Debtors and the Required Consenting Stakeholders prior to the effectiveness
    of the Restructuring Support Agreement, as applicable) unless such employees agree to enter into new agreements on terms and
    conditions acceptable to the Reorganized Debtors, the Required Consenting Stakeholders and such employee.  Notwithstanding
    the foregoing, no (x) compensation, post-employment, separation or retirement arrangement with any former Insider (as of the
    Agreement Effective Date) or (y) non-qualified deferred compensation plan or supplemental retirement plan, solely to the extent
    any such plan would benefit any former Insider (as of the Plan Effective Date), will be assumed on the Plan Effective Date,
    in each case without the prior consent of the Required Consenting Stakeholders.
	Indemnification
    Obligations	Consistent
    with applicable law, all indemnification provisions in place as of the Plan Effective
    Date (whether in the by-laws, certificates of incorporation or formation, limited liability company agreements, other
    organizational documents, board resolutions, indemnification agreements, employment contracts, or otherwise) for current and
    former directors, officers, managers, employees, attorneys, accountants, investment bankers, and other professionals of the
    Debtors, as applicable, shall be reinstated and remain intact, irrevocable, and shall survive the effectiveness of the Restructuring
    Transactions on terms no less favorable to such current and former directors, officers, managers, employees, attorneys, accountants,
    investment bankers, and other professionals of the Debtors than the indemnification provisions in place prior to the Plan
    Effective Date.  
	Subordination	The
    classification and treatment of Claims under the Plan shall conform to the respective contractual, legal, and equitable subordination
    rights of such Claims, and any such rights shall be settled, compromised, and released pursuant to the Plan.
	Restructuring
    Transactions	The
    Confirmation Order shall be deemed to authorize, among other things, all actions as may be necessary or appropriate to effectuate
    any transaction described in, approved by, contemplated by, or necessary to consummate the Plan and the Restructuring Transactions
    therein.  On the Plan Effective Date, the Debtors, as applicable, shall
    issue all securities, notes, instruments, certificates, and other documents required to be issued pursuant to the Restructuring
    Transactions.
	Cancellation
    of Notes, Instruments, Certificates, and Other Documents 	On
    the Plan Effective Date, except to the extent otherwise provided in this Restructuring
    Term Sheet or the Plan, all notes, instruments, certificates, and other documents evidencing Claims or Interests, including
    credit agreements and indentures, shall be canceled, and the Debtors’ obligations thereunder or in any way related thereto
    shall be deemed satisfied in full and discharged.
	Retention
    of Jurisdiction	The
    Plan will provide that the Bankruptcy Court shall retain jurisdiction for usual and customary matters.



 






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	Retained
    Causes of Action	The
    Reorganized Debtors, as applicable, shall retain all rights to commence and pursue any Causes of Action, other than any Causes
    of Action that the Debtors have released pursuant to the release and exculpation provisions of the Plan.
	Exemption
    from SEC Registration	The
    issuance of all securities under the Plan will be exempt from SEC registration under applicable law.  On the Plan
    Effective Date, Reorganized Ascena will cease to be a public reporting company.
	Conditions
    Precedent to the Plan Effective Date	The
        following, among others as agreed by the Debtors and the Required Consenting Stakeholders, shall be conditions to the
        Plan Effective Date:

         

        1.     
        The Bankruptcy Court shall have entered the Confirmation Order, which shall:

         

        a.       
        be in form and substance consistent with the Restructuring Support Agreement;

         

        b.       
        authorize the Debtors to take all actions necessary to enter into, implement, and consummate the contracts, instruments,
        releases, leases, indentures, and other agreements or documents created in connection with the Plan;

         

        c.        decree
that the provisions in the Confirmation Order and the Plan are nonseverable and mutually dependent;

         

        d.        authorize
the Debtors, as applicable/necessary, to: (a) implement the Restructuring Transactions; (b) issue the New Common Stock
pursuant to the exemption from registration under the Securities Act provided by section 1145 of the Bankruptcy Code or other
exemption from such registration or pursuant to one or more registration statements; (c) make all distributions and issuances
as required under the Plan, including cash and the New Common Stock; and (d) enter into any agreements, transactions, and
sales of property as set forth in the Plan Supplement, including the Exit Facilities;

         

        e.        
        authorize the implementation of the Plan in accordance with its terms; and

         

        f.        
        provide that, pursuant to section 1146 of the Bankruptcy Code, the assignment or surrender of any lease or sublease,
        and the delivery of any deed or other instrument or transfer order, in furtherance of, or in connection with the Plan,
        including any deeds, bills of sale, or assignments executed in connection with any disposition or transfer of assets contemplated
        under the Plan, shall not be subject to any stamp, real estate transfer, mortgage recording, or other similar tax;

         

        2.     
        the final version of the Plan Supplement and all of the schedules, documents, and exhibits contained therein shall
        have been filed in a manner consistent in all material respects with the Restructuring Support Agreement and the Plan;

         

        3.     
        the Restructuring Support Agreement shall remain in full force and effect and shall not be terminated;

         

        4.     
        the documentation related to the Exit Facilities shall have been duly executed and delivered by all of the Entities
        that are parties thereto and all conditions precedent (other than any conditions related to the occurrence of the Plan
        Effective Date) to the effectiveness of the Exit Facilities shall have been satisfied or duly waived in writing in accordance
        with the terms of each of the Exit Facilities and the closing of the Exit Facilities shall have occurred;

         

        5.     
        the Debtors shall have obtained all authorizations, consents, regulatory approvals, rulings, or documents that
        are necessary to implement and effectuate the Plan and each of the other transactions contemplated by the Restructuring;

         

        6.     
        all actions, documents, certificates, and agreements necessary to implement the Plan (including any documents contained
        in the Plan Supplement) shall have been effected or executed and delivered to the required parties and, to the extent
        required, filed with the applicable governmental units, in accordance with applicable laws;

         

        7.     
        all professional fees and expenses of retained professionals that require the Bankruptcy Court’s approval
        shall have been paid in full or amounts sufficient to pay such fees and expenses after the Effective Date shall have been
        placed in a professional fee escrow account pending the Bankruptcy Court’s approval of such fees and expenses;

         

        8.     
        all professional fees and expenses and of the advisors to the Consenting Stakeholders shall have been paid in full
        in accordance with the Restructuring Support Agreement; and

         

        9.     
        the Debtors shall have implemented the Restructuring Transactions in a manner consistent with the Restructuring
        Support Agreement and this Plan.

         

	Waiver
    of Conditions Precedent to the Plan Effective Date	The
    Debtors, with the prior consent of the Required Consenting Stakeholders, may waive any one or more of the Conditions Precedent
    to the Plan Effective Date.



 






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Execution Version


 


ANNEX I


 


DEFINITIONS


 


	Term	Definition
	ABL Commitment Letter	The letter committing certain ABL Lenders to provide the DIP ABL Facility and Exit ABL Facility on terms acceptable to the Required Consenting Stakeholders.
	ABL Facility	The credit facility established by the ABL Credit Agreement.
	ABL Lenders	Each of the lenders from time to time party to the ABL Credit Agreement.
	Administrative Claim	A Claim for costs and expenses of administration of the Chapter 11 Cases pursuant to sections 503(b), 507(a)(2), 507(b), or 1114(e)(2) of the Bankruptcy Code, including:  (a) the actual and necessary costs and expenses incurred on or after the Petition Date until and including the Plan Effective Date of preserving the Estates and operating the Debtors’ businesses; and (b) allowed Professional Fee Claims.
	Causes of Action	Any claims, interests, damages, remedies, causes of action, demands, rights, actions, suits, obligations, liabilities, accounts, defenses, offsets, powers, privileges, licenses, Liens, indemnities, guaranties, and franchises of any kind or character whatsoever, whether known or unknown, foreseen or unforeseen, existing or hereinafter arising, contingent or non-contingent, liquidated or unliquidated, secured or unsecured, assertable, directly or derivatively, matured or unmatured, suspected or unsuspected, in contract, tort, law, equity, or otherwise.  Causes of Action also include:  (a) all rights of setoff, counterclaim, or recoupment and claims under contracts or for breaches of duties imposed by law; (b) the right to object to or otherwise contest Claims or Interests; (c) claims pursuant to sections 362, 510, 542, 543, 544 through 550, or 553 of the Bankruptcy Code; (d) such claims and defenses as fraud, mistake, duress, and usury, and any other defenses set forth in section 558 of the Bankruptcy Code; and (e) any state or foreign law fraudulent transfer or similar claim
	DIP ABL Agreement	The debtor-in-possession senior secured asset-based revolving credit agreement establishing the DIP ABL Facility on terms acceptable to the Required Consenting Stakeholders.
	DIP ABL Facility Claim	Any Claim derived from, based upon, or secured pursuant to the DIP ABL Agreement, including claims for all principal amounts outstanding, interest, fees, expenses, costs, and other charges arising thereunder or related thereto, in each case, with respect to the DIP ABL Facility.
	DIP Term Agreement	The Superpriority Senior Secured Debtor-In-Possession Credit Agreement in the form of the Form DIP Credit Agreement and otherwise acceptable to the Majority Backstop Commitment Parties.
	DIP Term Facility Claim	Any Claim derived from, based upon, or secured pursuant to the DIP Term Agreement, including claims for all principal amounts outstanding, interest, fees, expenses, costs, and other charges arising thereunder or related thereto, in each case, with respect to the DIP Term Facility.
	DIP Term Lenders	The lenders under the DIP Term Agreement.



 






     


     


    

 


	Term	Definition
	Estate	As to each Debtor, the estate created for the Debtor in its Chapter 11 Case pursuant to sections 301 and 541 upon the commencement of the applicable Debtor’s Chapter 11 Case.
	Exculpated Parties	Collectively, and in each case in its capacity as such:  (a) each of the Debtors; (b) each of the Reorganized Debtors; (c) each of the Consenting Stakeholders; (d) any statutory committees appointed in the Chapter 11 Cases and each of their respective members; (e) each current and former Affiliate of each Entity in clause (a) through the following clause (f); and (f) each Related Party of each Entity in clause (a) through this clause (e).
	Exit ABL Facility	The senior secured asset-based revolving credit facility in an aggregate amount up to $400 million and otherwise on the terms set forth in the ABL Commitment Letter and pursuant to definitive documentation acceptable to the Required Consenting Stakeholders.
	Exit Facilities	Collectively, the Exit ABL Facility, the First Out Term Loan Facility, and the Last Out Term Loan Facility.
	General Unsecured Claim	Any Claim that is not secured and is not (a) an Administrative Claim, (b) an Other Secured Claim, (c) a Priority Tax Claim, (d) an Other Priority Claim, (e) an ABL Claim, (f) a Term Loan Claim, or (g) an Intercompany Claim.
	Intercompany Claim	Any Claim held by a Debtor or a Debtor’s affiliate against a Debtor or a Debtor’s affiliate.
	Intercompany Interests	Other than an Interest in Ascena Topco, an Interest in one Debtor held by another Debtor or a Debtor’s affiliate.
	Lien	Has the meaning set forth in section 101(37) of the Bankruptcy Code.
	Other Priority Claim	Any Claim entitled to priority in right of payment under section 507(a) of the Bankruptcy Code, other than:  (a) an Administrative Claim; or (b) a Priority Tax Claim, to the extent such Claim has not already been paid during the Chapter 11 Cases.
	Other Secured Claim	Any secured Claim, other than (a) an ABL Claim, (b) a DIP ABL Facility Claim, (c) a Term Loan Claim, or (d) a DIP Term Facility Claim.
	Priority Tax Claim	Any Claim of a Governmental Unit (as set forth in section 101(27) of the Bankruptcy Code) of the kind specified in section 507(a)(8) of the Bankruptcy Code.
	Professional	An Entity retained in the Chapter 11 Cases pursuant to a final order in accordance with sections 327, 363, and 1103 of the Bankruptcy Code and to be compensated for services rendered prior to or on the Plan Effective Date pursuant to sections 327, 328, 329, 330, 331, or 363 of the Bankruptcy Code.
	Professional Fee Claims	All Claims for accrued, contingent, and/or unpaid fees and expenses (including transaction and success fees) incurred by a Professional in the Chapter 11 Cases on or after the Petition Date and through and including the date on which the Confirmation Order is entered that the Bankruptcy Court has not denied by final order.  To the extent that the Bankruptcy Court or any higher court of competent jurisdiction denies or reduces by a final order any amount of a Professional’s fees or expenses, then those reduced or denied amounts shall no longer constitute Professional Fee Claims.



 






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	Term	Definition
	Proof of Claim	A proof of Claim filed in the Chapter 11 Cases.
	Related Party	With respect to any person or Entity, each of, and in each case in its capacity as such, current and former directors, managers, officers, investment committee members, special or other committee members, equity holders (regardless of whether such interests are held directly or indirectly), affiliated investment funds or investment vehicles, managed accounts or funds, predecessors, participants, successors, assigns, subsidiaries, Affiliates, partners, limited partners, general partners, principals, members, management companies, fund advisors or managers, employees, agents, trustees, advisory board members, financial advisors, attorneys (including any other attorneys or professionals retained by any current or former director or manager in his or her capacity as director or manager of an Entity), accountants, investment bankers, consultants, representatives, and other professionals and advisors of such person or Entity, and any such Person’s or Entity’s respective heirs, executors, estates, and nominees.
	Released Party	Collectively, each of the following in their capacity as such:  (a) each of the Debtors; (b) the Reorganized Debtors; (c) each of the Consenting Stakeholders; (d) the ABL Agent; (e) the Term Loan Agent; (f) each of the lenders and administrative agents under the Exit Facilities; (g) the Backstop Parties; (h) the DIP ABL Agent; (i) the DIP ABL Lenders; (j) the DIP Term Agent; (k) the DIP Term Lenders;  (l) each current and former Affiliate of each Entity in the foregoing clause (a) through the following clause (m); and (m) each Related Party of each Entity in the foregoing clause (a) through this clause (m).
	Releasing Party	Collectively, and in each case in its capacity as such: (a) each of the Debtors; (b) the Reorganized Debtors; (c) each of the Consenting Stakeholders; (d) the ABL Agent; (e) the Term Loan Agent; (f) each of the lenders and administrative agents under the Exit Facilities; (g) the Backstop Parties; (h) the DIP ABL Agent; (i) the DIP ABL Lenders; (j) the DIP Term Agent; (k) the DIP Term Lenders; (l) all holders of Claims; (m) all holders of Interests; (n) each current and former Affiliate of each Entity in foregoing clause (a) through the following clause (o); and (o) each Related Party of each Entity in the foregoing clause (a) through this clause (o); provided that, in each case, an Entity shall not be a Releasing Party if it: (x) elects to opt out of the releases contained in the Plan; or (y) timely objects to the releases contained in the Plan and such objection is not resolved before Confirmation; provided further that any such Entity shall be identified by name as a non-Releasing Party in the Confirmation Order.
	Reorganized Debtors	Reorganized Ascena and each of the other Debtors, or any successor thereto, as reorganized pursuant to and under the Plan.
	Term Lenders	Each of the lenders from time to time party to the Term Loan Credit Agreement.


 






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EXHIBIT C


 


Backstop Commitment Letter


 


[Attached]


 






     


     


    

 


 


Execution
version


 


September 9, 2020


 


PERSONAL AND CONFIDENTIAL





Ascena Retail Group, Inc.





933 MacArthur Boulevard





Mahwah, New Jersey 07430





Attention: Dan Lamadrid


 


Superpriority Senior Secured Debtor-In-Possession
Term Loan Credit Facility

Amended and Restated Backstop Commitment Letter


 


Ladies and Gentlemen:


 


Ascena Retail Group, Inc.
(“Ascena TopCo”, “you” or “your”) has (i) advised the parties listed
on the signature pages hereto as Backstop Commitment Parties (each, a “Backstop Commitment Party” and,
collectively, the “Backstop Commitment Parties”, “we”, “us” or “our”),
that Ascena Topco and certain of its subsidiaries (the “Subsidiary Debtors” and, collectively with Ascena Topco,
the “Debtors”), have filed voluntary petitions for relief under Chapter 11 of Title 11 of the United States
Code, 11 U.S.C. §§ 101 et seq. (as amended, the “Bankruptcy Code”), and, in connection with
the foregoing, (ii) requested that the Backstop Commitment Parties agree to commit to provide a superpriority senior secured
debtor-in-possession term loan credit facility for Ascena Topco under Sections 364(c) and 364(d) of the Bankruptcy Code
(the “DIP Facility”) consisting of (x) new money term loans (the “New Money DIP Loans”)
in an aggregate principal amount of $150 million and (y) term loans (the “Roll-Up DIP Loans” and,
together with the New Money DIP Loans, the “DIP Loans”) resulting from the conversion of the Prepetition Term
Loans (as defined below) of the Prepetition Term Lenders (as defined below) that provide (themselves or through their affiliates)
New Money DIP Loans (or that are assigned their Roll-Up DIP Loan allocation from a funding Prepetition Term Lender affiliate)
in an aggregate amount equal to $162,342,704.17 on the Effective Date, or as otherwise set forth in the Form DIP Credit Agreement.
The DIP Facility shall convert on a dollar-for-dollar basis into an exit facility (the “Exit Conversion”, such
converted loans, the “Exit Term Loans”, and the financing provided by the Exit Term Loans, the “Exit
Facility”) substantially on the terms set forth in this letter (including all exhibits, annexes, and schedules hereto,
the “Backstop Commitment Letter”), as well as the form Senior Secured Super-Priority Debtor-In-Possession Term
Credit Agreement attached hereto as Exhibit A (the “Form DIP Credit Agreement”) and
the Exit Facility Term Sheet attached hereto as Exhibit B (the “Exit Facility Term Sheet”),
which terms will be memorialized in a credit agreement that will govern the Exit Facility (the “Exit Facility Credit
Agreement”), subject solely to the conditions set forth in the sections of Article IV of the Form DIP Credit
Agreement and the “Conditions to Borrower” set forth in the Exit Facility Term Sheet, in each case, that are applicable
to the relevant borrowing. Unless otherwise specified herein, all references to “$” shall refer to U.S. dollars. Capitalized
terms used herein without definition shall have the meaning assigned thereto in the Form DIP Credit Agreement or the Exit
Facility Term Sheet, as applicable. This Backstop Commitment Letter amends and restates in its entirety that certain letter agreement
dated as of July 23, 2020 (the “Original Backstop Commitment Letter”) among you and the parties listed
on the signature pages thereto and upon execution hereof the Original Backstop Commitment Letter shall be of no force or
effect.


 


1.            Backstop
Commitment.


 


To provide assurance
that the DIP Facility and the Exit Facility shall be available on the terms and conditions set forth herein, in the Form DIP
Credit Agreement and the Exit Facility Term Sheet, as applicable, each Backstop Commitment Party is pleased to advise Ascena Topco
of its several and not joint commitment (the “Backstop Commitment”) to provide, itself or through one or more
funds managed by such Backstop Commitment Party, the amount of the DIP Loans and Exit Term Loans, each as set forth on Schedule 1
hereto (as updated from time to time prior to the date that is two business days prior to the Effective Date) on the terms
set forth in the Backstop Commitment Letter, subject solely to the conditions set forth in the sections of Article IV of
the Form DIP Credit Agreement and the “Conditions to Borrowing” set forth in the Exit Facility Term Sheet that
are applicable to the relevant borrowing. Each Backstop Commitment Party may, at its option, arrange for the Form DIP Credit
Agreement or the Exit Facility Credit Agreement, if applicable, to be executed by one or more financial institutions selected
by the applicable Backstop Commitment Party and reasonably acceptable to Ascena Topco (the “Fronting Lender(s)”),
to act as an initial lender and to fund some or all of the Backstop Commitment Party’s Backstop Commitment, in which case
the applicable Backstop Commitment Party will acquire its shares of the DIP Facility and/or Exit Facility, as applicable, by assignment
from the Fronting Lender(s) in accordance with the assignment provisions of the Form DIP Credit Agreement and the Exit
Facility Credit Agreement, as applicable.


 









    1


     


    

 


It is understood and
agreed that the aggregate commitments under this Backstop Commitment Letter in respect of New Money DIP Loans (and the automatic
conversion thereof to Exit Term Loans on the Conversion Date) are $150 million in total, subject to the Initial Allocation, as
set forth in Section 2 hereof and each Backstop Commitment Party hereby agrees and commits to such automatic conversion of
the New Money DIP Loans to Exit Term Loans on the Conversion Date.


 


2.            Initial
Allocation.


 


Each Lender (as defined
in the Prepetition Term Loan Credit Agreement, a “Prepetition Term Lender”) as of the Syndication End Date
(as defined below) (including the Backstop Commitment Parties) shall have the right to participate (the “Opportunity”)
in 50.0% of the DIP Facility and the Exit Facility, in each case based on its Pro Rata Share (as defined below). The Opportunity
will be conducted on the terms and conditions set forth in syndication procedures and related documentation, which procedures
and documentation shall be reasonably acceptable to the Debtors and the Backstop Commitment Parties (the “Syndication
Procedures”); provided that, the Backstop Commitment Parties shall use commercially reasonable efforts to cause the
Syndication Procedures to be distributed by no later than 10:00 am New York Time on the fifth Business Day following the Petition
Date (or such later date as agreed by you and the Majority Backstop Commitment Parties (as defined below)). Pursuant to the Syndication
Procedures, each Prepetition Term Lender electing to participate in the Opportunity shall, among other things (i) provide
written notification of such election to the Ad Hoc Committee Advisors by no later than the date that is 10 Business Days after
the Syndication Procedures are distributed to the Prepetition Term Lenders (the “Syndication End Date”) (or
such later time as reasonably agreed by the Majority Backstop Commitment Parties and you) and (ii) execute a joinder to the
Restructuring Support Agreement, dated as of July 23, 2020 (the “Original Restructuring Support Agreement”
and, as amended on the date hereof, the “Restructuring Support Agreement”), by and among Ascena Topco and certain
of its subsidiaries and certain Prepetition Term Lenders prior to the Syndication End Date (or such later time as reasonably agreed
by the Majority Backstop Commitment Parties and you) (the “Initial Allocation”); provided, that, any Backstop
Commitment Party that is a Prepetition Term Lender shall (unless it elects otherwise) be deemed to have provided such notice of
election to participate in the DIP Facility and the Exit Facility in respect of such holdings upon executing this Backstop Commitment
Letter and the Restructuring Support Agreement. Each Prepetition Term Lender that elects to participate in the DIP Facility shall
be obligated to participate in its ratable portion of the Exit Term Loans and the commitments under the Exit Facility will be
 “stapled to” the DIP Facility and traded in equal percentage.


 


“A&R
Backstop Letter Effective Date” means September 9, 2020.


 






    2


     


    

 


“Pro Rata
Share” means with respect to each Prepetition Term Lender (x) the aggregate principal amount of Loans (as defined
in the Prepetition Term Loan Credit Agreement, the “Prepetition Term Loans”) held by such Prepetition Term
Lender, as set forth in the register for the Prepetition Term Loan Credit Agreement on the A&R Backstop Letter Effective Date
divided by (y) the aggregate principal amount of Prepetition Term Loans held by all Prepetition Term Lenders outstanding
under the Prepetition Term Loan Credit Agreement at such time.





 


“Majority
Backstop Commitment Parties” means, at any time, Backstop Commitment Parties having Backstop Commitments outstanding
that, taken together, represent at least 50.01% of the sum of all Backstop Commitments outstanding at such time.


 


Each Backstop Commitment
Party shall have the right to assign its Commitments under the DIP Facility and the Exit Facility to participating Lenders in
accordance with the Initial Allocation; provided that, notwithstanding the Initial Allocation, (i) no Backstop Commitment
Party shall be relieved, released or novated from its obligations hereunder (including its obligation to fund the DIP Facility
on the Effective Date, subject to the satisfaction (or waiver) of the conditions set forth in Article IV of the Form DIP
Credit Agreement and its obligation to convert into the Exit Facility on the Conversion Date, subject to the satisfaction (or
waiver) of the conditions set forth in the Exit Facility Term Sheet) in connection with the Initial Allocation, including its
Backstop Commitments, until after the Initial Allocation Date has occurred, (ii) no allocation shall become effective as
between you and such Backstop Commitment Party with respect to all or any portion of such Backstop Commitment Party’s Backstop
Commitments in respect of the DIP Facility and the Exit Facility until after the occurrence of the Initial Allocation Date, and
(iii) unless you otherwise agree in writing, each Backstop Commitment Party shall retain exclusive control over all rights
and obligations with respect to its Backstop Commitments in respect of the DIP Facility and the Exit Facility, including all rights
with respect to consents, modifications, supplements, waivers and amendments, until the Initial Allocation Date has occurred.
Any unsubscribed portion of the Opportunity as of the A&R Backstop Letter Effective Date shall be allocated to, and funded
by, the Backstop Commitment Parties based on their respective percentages set forth on Schedule 1 hereto.


 


Each of the parties
hereto agrees to use its respective commercially reasonable efforts to assist the Administrative Agent in connection with the
Initial Allocation. The Backstop Commitment Parties agree that, following the Initial Allocation, Ascena Topco and its subsidiaries
and the Administrative Agent may conclusively rely on the schedule of “Post-Initial Allocation Term Loan Commitments”
provided to Ascena Topco by the financial advisor for the Backstop Commitment Parties, Greenhill & Co., LLC, including
the Lenders listed therein and their respective Commitments. None of Ascena Topco nor any of its affiliates nor any of their respective
advisors shall be liable with respect to such schedule.


 


You acknowledge and
agree that nothing in this Backstop Commitment Letter or the nature of our services or in any prior relationship will be deemed
to create an advisory, fiduciary or agency relationship between any Backstop Commitment Party, the Administrative Agent or its
affiliates, on the one hand, and you, your equity holders or your affiliates, on the other hand, and you waive, to the fullest
extent permitted by law, any claims you may have against any Backstop Commitment Party, the Administrative Agent or its affiliates
for breach of fiduciary duty or alleged breach of fiduciary duty in connection with this Backstop Commitment Letter or the transactions
contemplated hereby, and agree that no Backstop Commitment Party, the Administrative Agent or affiliates of any of the foregoing
will have any liability (whether direct or indirect) to you in respect of such a fiduciary duty claim or to any person asserting
a fiduciary duty claim on your behalf, including your equity holders, employees or creditors. You acknowledge that the transactions
contemplated hereby (including the exercise of rights and remedies hereunder) are arms’-length commercial transactions and
that we and the Administrative Agent are acting as principal and in our own respective best interests. You are relying on your
own experts and advisors to determine whether the transactions contemplated hereby are in your best interests and are capable
of evaluating and understanding, and you understand and accept, the terms, risks and conditions of the transactions contemplated
hereby. In addition, you acknowledge that we and the Administrative Agent may employ the services of our respective affiliates
in providing certain services hereunder and may exchange with such affiliates information concerning Ascena Topco and other companies
that may be the subject of the transactions contemplated hereby and such affiliates will be entitled to the benefits afforded
to us and the Agents hereunder; provided, that any such affiliates receiving information concerning Ascena Topco and other companies
in accordance with this paragraph shall be subject to the same confidentiality obligations provided for in this Backstop Commitment
Letter (with each Backstop Commitment Party responsible for its affiliates’ compliance with this paragraph).


 






    3


     


    




 


3.            Information.


 


You hereby represent
and warrant that (a) all written information concerning you and your subsidiaries and your and their respective business
(other than financial projections, estimates, forecasts and budgets and other forward-looking information (collectively, the “Projections”)
and information of a general economic or industry specific nature) (the “Information”) that has been or will
be made available to us or any of our respective affiliates by or on behalf of you is or will be, when furnished and to the best
of your knowledge, complete and correct in all material respects, when taken as a whole, and does not or will not, when furnished,
contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained
therein not materially misleading in light of the circumstances under which such statements are made (after giving effect to the
updates provided for in the penultimate sentence of this Section 3) and (b) the Projections that have been or will be
made available to us or any of our affiliates by or on behalf of you or any of your representatives have been or will be prepared
in good faith based upon assumptions that are believed by the preparer thereof to be reasonable at the time made and at the time
the related Projections are made available to us or any of our affiliates (it being acknowledged that (i) such Projections
are merely a prediction as to future events and are not to be viewed as facts, (ii) such Projections are subject to significant
uncertainties and contingencies, many of which are beyond your control, (iii) the actual results during the period or periods
covered by any such Projections may differ significantly from the projected results, and (iv) no guarantee or assurance can
be given that the projected results will be realized). In particular, where Projections expressly or implicitly take into account
the current market volatility and widespread impact of the COVID-19 outbreak, the extent of the impact of these developments on
the Debtors’ and their subsidiaries’ operational and financial performance will depend on future developments, including
the duration and spread of the outbreak and related governmental advisories and restrictions, and the impact of the COVID-19 outbreak
on overall demand for the Debtors’ and their subsidiaries’ products and services, all of which are outside of the
control of the Debtors or their subsidiaries, highly uncertain and cannot be predicted. You agree that if, at any time prior to
the entry of the Order approving the DIP Facility, any of the representations, warranties and covenants in the preceding sentence
would be incorrect in any material respect if the Information and Projections were being furnished, and such representations,
warranties and covenants were being made, at such subsequent time, then you will promptly supplement the Information and the Projections
so that such representations, warranties and covenants would be correct in material respects; provided, for the avoidance of doubt,
there will be no requirement to update previously delivered Projections to reflect new assumptions so long as the assumptions
were reasonable at the time made and made available to us or any of our affiliates. The accuracy of the foregoing representations
and warranties, whether or not cured, shall not be a condition to the obligations of the Backstop Commitment Parties hereunder
or the availability of the DIP Facility.


 


4.            Premium.


 


As consideration for
the Backstop Commitments and agreements of the Backstop Commitment Parties set forth on Schedule 2 on the A&R Backstop Letter
Effective Date under this Backstop Commitment Letter and under Restructuring Support Agreement, Ascena Topco agrees to pay (or
cause to be paid) to such Backstop Commitment Parties, (or, at such Backstop Commitment Party’s option and upon such Related
Lender’s designation (which may be provided by electronic communication), its Related Lender), a non-refundable backstop
premium equal to $7.5 million (the “Backstop Commitment Premium”), which shall be allocated to each such Backstop
Commitment Party, in an amount equal to (1) its percentage set forth on Schedule 2 hereto on the A&R Backstop
Letter Effective Date (the “Backstop Percentage”), multiplied by (2) the Backstop Commitment Premium,
which was fully earned, nonrefundable and non-avoidable on the execution of the Original Backstop Commitment Letter and shall
be payable in cash free and clear of any withholding tax upon the funding of the New Money DIP Loans on the Funding Date. Notwithstanding
the foregoing, at the option of the Lenders, any or all of the Backstop Commitment Premium may instead be effected in the form
of original issue discount with respect to the DIP Facility.


 






    4


     


    

 


If a Termination Date
occurs prior to the funding of the DIP Term Facility, a non-refundable aggregate premium in an amount equal to $7.5 million shall
be payable in cash free and clear of any withholding tax (the “Termination Premium”) on the Termination Date,
which shall be allocated to each Backstop Commitment Party set forth on Schedule 2 in an amount equal to (1) its Backstop
Percentage, multiplied by (2) the Termination Premium.


 


For the avoidance
of doubt, it is understood and agreed that, notwithstanding anything to the contrary set forth herein, or in the Restructuring
Support Agreement or the Restructuring Term Sheet, in the event that any of the Backstop Premium, Termination Premium or Equity
Premium shall be payable, such premium (as applicable) shall only be payable to such Backstop Commitment Parties or Consenting
Stakeholders (or their Affiliates or Related Parties) as are set forth on Schedule 2 hereto on the A&R Backstop Letter Effective
Date and any reference to Backstop Percentage herein, or in the Restructuring Support Agreement or the Restructuring Term Sheet,
shall refer to such percentages as are set forth on such Schedule 2 at such date. As used in this paragraph, the terms “Equity
Premium,” “Consenting Stakeholders” and “Restructuring Term Sheet” shall have the meaning assigned
thereto in the Restructuring Support Agreement.


 


5.            Payments
and Fees


 


Without duplication
of any amounts payable pursuant to Section 2.10 of the Form DIP Credit Agreement, the New Money DIP Loans will be subject
to a commitment payment for each Lender participating in the DIP Facility in an amount of up to 2.50% of the principal amount
of such Lender’s New Money DIP Loans as of the Funding Date, earned upon entry of the Order and due and payable upon the
Funding Date (the payment described in this sentence, the “DIP Commitment Payment”). For the avoidance of doubt,
the entirety of the DIP Commitment Payment shall be treated as original issue discount with respect to the DIP Facility, and shall
be subject to the withholding provisions set forth in Section 2.15 of the Form DIP Credit Agreement.


 


The Debtors agree
to pay the fees, costs and expenses (collectively, the “Fronting Expenses”) incurred in connection with the
initial funding of the New Money DIP Loans by the Fronting Lender(s) and any assignments made by such Fronting Lender(s) to
the Backstop Commitment Parties in connection therewith; provided that such Fronting Expenses shall not exceed 0.50% of such Fronting
Lender(s)’ New Money DIP Loans so funded.


 


6.            Conditions.


 


The Backstop Commitment
Parties’ Backstop Commitments and agreements hereunder in respect of the DIP Facility are subject solely to the satisfaction
(or waiver) of the conditions precedent set forth in the sections of Article IV of the Form DIP Credit Agreement that
are applicable to the relevant borrowing. Subject to the Order, there are no conditions (implied or otherwise) to the Backstop
Commitments hereunder in respect of the DIP Facility, and there will be no conditions (implied or otherwise) to the availability
of the DIP Facility on the Effective Date or the funding of the New DIP Term Loans on the Funding Date, including compliance with
the terms of this Backstop Commitment Letter or the Form DIP Credit Agreement, other than those that are expressly stated
in the applicable sections of Article IV of the Form DIP Credit Agreement relevant to the availability of the DIP Facility
on the Effective Date or the Funding Date, as applicable. The Backstop Commitment Parties’ commitment in respect of the
Exit Facility are subject to the satisfaction or waiver of the conditions precedent set forth in “Conditions to Borrowing”
in the Exit Facility Term Sheet. Subject to the Order, there are no conditions (implied or otherwise) to the Backstop Commitments
hereunder in respect of the Exit Facility, and there will be no conditions (implied or otherwise) to the conversion of the Exit
Facility on the Conversion Date, including compliance with the terms of this Backstop Commitment Letter or the Form DIP Credit
Agreement, other than those that are expressly stated in the “Conditions to Borrowing” in the Exit Facility Term Sheet.


 






    5


     


    

 


7.            Indemnification
and Expenses.


 


You agree to (a) indemnify
and hold harmless each Backstop Commitment Party and the Administrative Agent, their respective affiliates and their and their
affiliates’ officers, directors, employees, agents, attorneys, accountants, advisors (including investment managers and
advisers), consultants, representatives, controlling persons, members and permitted successors and assigns (each, an “Indemnified
Person”) from and against any and all losses, claims, damages, liabilities and expenses, joint or several (“Losses”)
to which any such Indemnified Person may become subject arising out of or in connection with this Backstop Commitment Letter,
the DIP Facility, the Exit Facility the use of proceeds thereof or any claim, litigation, investigation or proceeding relating
to any of the foregoing, and to (b) reimburse each Backstop Commitment Party from time to time within five (5) Business
Days of receipt of their reasonable demand by presentation of a summary statement for any reasonable and documented out-of-pocket
legal or other expenses incurred in connection with the Cases, the DIP Facility, the Exit Facility, the enforcement of this Backstop
Commitment Letter, the definitive documentation for the DIP Facility, the Exit Facility, and, in each case any ancillary documents
and security arrangements in connection therewith, but no other third-party financial advisors (other than Greenhill &
Co., LLC as financial advisor for the Backstop Commitment Parties) without your prior written consent; provided, that the foregoing
indemnity will not, as to any Indemnified Person, apply to Losses to the extent (a) they are found in a final non-appealable
judgment of a court of competent jurisdiction to have resulted from such Indemnified Person’s (i) gross negligence,
bad faith, fraud or willful misconduct or (ii) material breach of its obligations under this Backstop Commitment Letter,
or (b) they relate to a dispute solely among Indemnified Persons and not arising out of any act or omission of the Debtors
or any of their respective subsidiaries (other than any claim, litigation, investigation or proceeding against the Administrative
Agent in its capacity or in fulfilling its role as such).


 


None of you, the other
Debtors, any of your or their respective subsidiaries, we nor any other Indemnified Person will be responsible or liable to one
another for any indirect, special, punitive or consequential damages which may be alleged as a result of or arising out of, or
in any way related to, the DIP Facility, the Exit Facility, the enforcement of this Backstop Commitment Letter, the definitive
documentation for the DIP Facility or the Exit Facility, or any ancillary documents and security arrangements in connection therewith;
provided that your indemnity and reimbursement obligations under this Section 6 shall not be limited by this sentence.


 






    6


     


    

 


8.            Assignments,
Amendments.


 


This Backstop Commitment
Letter shall not be assignable by you or us without the prior written consent of the other parties hereto (and any attempted assignment
without such consent shall be null and void), is intended to be solely for the benefit of the parties hereto, the Indemnified
Persons and with respect to Section 2, Section 6 and this Section 7, the Administrative Agent, and is not intended
to confer any benefits upon, or create any rights in favor of, any person or entity other than the parties hereto, the Indemnified
Persons and with respect to Section 2 and Section 6 and this Section 7, the Administrative Agent. Notwithstanding
anything set forth in this Section 8 to the contrary, each Backstop Commitment Party (i) shall assign all or a portion
of its Backstop Commitment to other banks, financial institutions, or institutional lenders and investors solely in connection
with the Initial Allocation pursuant to Section 2 above (subject to the terms and conditions set forth therein) and
(ii) may assign its respective Backstop Commitment, in whole or in part, to any Related Lender, or to any other Backstop
Commitment Party. This Backstop Commitment Letter may not be amended or any provision hereof waived or modified except by an instrument
in writing signed by the Backstop Commitment Parties and you.





 


This Backstop Commitment
Letter may be executed in any number of counterparts, each of which shall be an original and all of which, when taken together,
shall constitute one agreement. Delivery of an executed counterpart of a signature page of this Backstop Commitment Letter
by facsimile or other electronic transmission (including E-Signature) shall be effective as delivery of a manually executed counterpart
hereof. Section headings used herein are for convenience of reference only, are not part of this Backstop Commitment Letter
and are not to affect the construction of, or to be taken into consideration in interpreting, this Backstop Commitment Letter.
You acknowledge that information and documents relating to the DIP Facility and/or Exit Facility may be transmitted through the
internet, e-mail or similar electronic transmission systems and that neither any Backstop Commitment Party nor any Agent, nor
any of their respective affiliates, shall be liable for any damages arising from the unauthorized use by others of information
or documents transmitted in such manner.


 


This Backstop Commitment
Letter supersedes all prior understandings, whether written or oral, between us with respect to the DIP Facility and the Exit
Facility.


 


9.            Governing
Law, Etc.; Jurisdiction.


 


THIS BACKSTOP COMMITMENT
LETTER AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS BACKSTOP COMMITMENT LETTER (INCLUDING, WITHOUT LIMITATION,
ANY CLAIMS SOUNDING IN CONTRACT LAW OR TORT LAW ARISING OUT OF THE SUBJECT MATTER HEREOF) SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAW PROVISION OR RULE
THAT WOULD CAUSE THE APPLICATION OF THE DOMESTIC SUBSTANTIVE LAWS OF ANY OTHER STATE).


 


Each of the parties
hereto hereby irrevocably and unconditionally (a) submits, for itself and its property, to the non-exclusive jurisdiction
of any New York State court or Federal court of the United States of America sitting in the Borough of Manhattan in New York City,
and any appellate court from any thereof and the Bankruptcy Court, in any suit, action or proceeding arising out of or relating
to this Backstop Commitment Letter or the DIP Facility, and agrees that all claims in respect of any such suit, action or proceeding
may be heard and determined in such New York State court or, to the extent permitted by law, in such Federal court, or, to the
extent applicable, the Bankruptcy Court; provided that suit for the recognition or enforcement of any judgment obtained
in any such court may be brought in any other court of competent jurisdiction, (b) 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 Backstop Commitment Letter or the DIP Facility in any New York State court, in any such Federal
court or in Bankruptcy Court, (c) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to
the maintenance of such suit, action or proceeding in any such court, and (d) agrees that a final judgment in any such suit,
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.


 






    7


     


    

 


You hereby agree that
you shall not bring any suit, action, proceeding, claim or counterclaim under this Backstop Commitment Letter or with respect
to the transactions contemplated hereby in any court other than such New York State court or Federal Court of the United States
of America sitting in the Borough of Manhattan in New York City. Service of any process, summons, notice or document by registered
mail addressed to you at the address above shall be effective service of process against you for any suit, action or proceeding
brought in any such court.


 


10.          Waiver
of Jury Trial.


 


EACH OF THE PARTIES
HERETO IRREVOCABLY WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW) THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM
OR COUNTERCLAIM BROUGHT BY OR ON BEHALF OF ANY PARTY RELATED TO OR ARISING OUT OF THIS BACKSTOP COMMITMENT LETTER OR THE PERFORMANCE
OF SERVICES HEREUNDER OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.


 


11.          Confidentiality.


 


This Backstop Commitment
Letter is delivered to Ascena Topco on the understanding that neither this Backstop Commitment Letter nor any of its terms or
substance shall be disclosed, directly or indirectly, to any other person or entity except (a) you and your officers, directors,
employees, legal counsel, accountants, auditors, financial advisors, existing and prospective holders of indebtedness and their
respective affiliates, representatives, officers, directors and legal counsel, in each case, who are involved in the consideration
of the financing transactions contemplated hereby who have been informed by you of the confidential nature of this Backstop Commitment
Letter and have agreed to treat such information confidentially, (b) in any legal, judicial or administrative proceeding
or as otherwise required by law or regulation or as requested by a governmental authority (in which case you agree, to the extent
not prohibited by law, to inform Backstop Commitment Parties promptly in advance thereof), (c) the office of the U.S. Trustee,
any ad-hoc or statutorily appointed committee of unsecured creditors, and their respective representatives and professional
advisors on a confidential and “need to know” basis, (d) to the Bankruptcy Court, in a redacted manner in form
and substance reasonably satisfactory to the Backstop Commitment Parties, to the extent required to obtain Bankruptcy Court approval
in connection with any acts or obligations to be taken pursuant to this Backstop Commitment Letter or the transactions contemplated
hereby and (e) you may disclose the aggregate fee amounts contained herein, as part of pro forma information or a generic
disclosure of aggregate sources and uses related to fee amounts related to the Transactions to the extent customary or required
in offering or marketing materials or in any public or regulatory filing relating to the Transactions.


 






    8


     


    

 


Each Backstop Commitment
Party agrees to keep confidential, and not to publish, disclose or otherwise divulge, confidential information with respect to
the transactions contemplated hereby or obtained from or on behalf of you or your respective affiliates in the course of the transactions
contemplated hereby, except that the Backstop Commitment Parties shall be permitted to disclose such confidential information
(a) to their affiliates and their and their affiliates’ respective directors, officers, agents, employees, attorneys,
accountants, auditors and advisors involved in the transactions contemplated hereby on a “need to know” basis and
who are made aware of and agree to comply with the provisions of this paragraph, in each case on a confidential basis (with the
Backstop Commitment Party responsible for such persons’ compliance with this paragraph), (b) on a confidential basis
to any bona fide prospective Lender, prospective participant or swap counterparty (in accordance with the terms of the Form DIP
Credit Agreement) that agrees to keep such information confidential in accordance with (x) the provisions of this paragraph
(or language substantially similar to this paragraph that is reasonably acceptable to you) for your benefit or (y) other
customary confidentiality language in a “click-through” arrangement, (c) as required by the order of any court
or administrative agency or in any pending legal, judicial or administrative proceeding, or otherwise as required by applicable
law, regulation or compulsory legal process (in which case you agree, to the extent not prohibited by law, to inform Backstop
Commitment Parties promptly in advance thereof), (d) to the extent such information: (i) becomes publicly available
other than as a result of a breach of this Backstop Commitment Letter or other confidentiality obligation owed by such Backstop
Commitment Party to you or your affiliates or (ii) becomes available to the Backstop Commitment Parties on a non-confidential
basis from a source other than you or on your behalf that, to such Backstop Commitment Party’s knowledge, is not in violation
of any confidentiality obligation owed to you or your affiliates, (e) to the extent you shall have consented to such disclosure
in writing (which may include through electronic means), (f) as is necessary in protecting and enforcing the Backstop Commitment
Parties’ rights with respect to this Backstop Commitment Letter and/or the DIP Facility, (g) to the extent independently
developed by such Backstop Commitment Party or its affiliates without reliance on confidential information, (h) with respect
to the existence and contents of the Form DIP Credit Agreement, in consultation with you, to the rating agencies or (i) with
respect to the existence and contents of the Backstop Commitment Letter and the DIP Facility, to market data collectors or similar
service providers in connection with the arrangement, administration or management of the DIP Facility and to industry trade organizations
where such information with respect to the DIP Facility is customarily included in league table measurements. The Backstop Commitment
Parties’ and their respective affiliates’, if any, obligations under this paragraph shall terminate automatically
to the extent superseded by the confidentiality provision in the Form DIP Credit Agreement upon the effectiveness thereof
and, in any event, will terminate one year from the date hereof.


 


12.          Miscellaneous.


 


The Backstop Commitment
Parties hereby notify Ascena Topco that, pursuant to the requirements of the USA PATRIOT Act, Title III of Pub. L. 107-56 (signed
into law on October 26, 2001) (the “PATRIOT Act”), it and its affiliates are required to obtain, verify
and record information that identifies Ascena Topco, each other Debtor, which information includes names, addresses, tax identification
numbers and other information that will allow Backstop Commitment Parties and its affiliates to identify Ascena Topco and each
other Debtor in accordance with the PATRIOT Act. This notice is given in accordance with the requirements of the PATRIOT Act and
is effective for Backstop Commitment Parties and its affiliates.


 


Absent a change in
applicable tax law or a contrary determination (as defined in Section 1313(a) of the Internal Revenue Code of 1986,
as amended), each of the parties hereto agrees (i) the Backstop Commitment Premium and the Termination Premium shall be treated
as premiums paid by the Debtors to the relevant Backstop Commitment Party in exchange for the issuance of a put right to Ascena
Topco with respect to the DIP Facility and (ii) to not take any tax position inconsistent with the tax treatment described
in clause (i).


 


Each of the parties
hereto agrees that this Backstop Commitment Letter is a binding and enforceable agreement with respect to the subject matter contained
herein, including an agreement to negotiate in good faith the definitive documentation for the DIP Facility and the Exit Facility
by the parties hereto in a manner consistent with this Backstop Commitment Letter, it being acknowledged and agreed that the availability
of the DIP Facility and Exit Facility is subject to the conditions precedent expressly set forth in Section 5 hereof.


 






    9


     


    

 


If the foregoing correctly
sets forth our agreement, please indicate Ascena Topco’s acceptance of the terms of this Backstop Commitment Letter by returning
to the Backstop Commitment Parties executed counterparts of this Backstop Commitment Letter not later than 11:59 p.m., New York
City time, on September 10, 2020. This offer will automatically expire at such time if the Backstop Commitment Parties have
not received such executed counterparts in accordance with the preceding sentence. This Backstop Commitment Letter and the Backstop
Commitments and agreements hereunder shall automatically terminate on the earlier of (i) September 11, 2020, unless
prior to such time the DIP Financing Order (as defined in the Restructuring Support Agreement) shall have been entered by the
Bankruptcy Court, (ii) five Business Days after the Termination Date (as defined in the Restructuring Support Agreement)
or the Restructuring Support Agreement otherwise ceases to be in full force and effect or (iii) five Business Days after
the Outside Date (as defined in the Restructuring Support Agreement), unless prior to such time the Exit Conversion shall have
occurred, in each case unless extended by agreement of you and the Majority Backstop Commitment Parties (which agreement may be
evidenced by email of counsel). Notwithstanding the immediately preceding sentence, Section 4 above, as well as the indemnification
and expenses, confidentiality, Initial Allocation, information, jurisdiction, governing law and waiver of jury trial provisions
contained herein shall remain in full force and effect in accordance with their terms notwithstanding the termination of this
Backstop Commitment Letter or the Backstop Commitment Parties’ Backstop Commitments hereunder; provided that your
obligations under this Commitment Letter, other than those pursuant to Section 4 and with respect to the Initial Allocation
and confidentiality, shall automatically terminate and be superseded by the applicable provisions in the Form DIP Credit
Agreement and the Exit Facility Credit Agreement, in each case, to the extent covered thereby, upon the initial funding on the
Effective Date or the occurrence of the Exit Conversion, and you shall be released from all liability in connection therewith
at such time.


 


[Signature Pages follow.]


 






    10


     


    



 


The Backstop Commitment
Parties are pleased to have been given the opportunity to assist Ascena and the other Debtors in connection with the DIP
Facility.


 


	 	Very truly yours,
	 	 
	 	[BACKSTOP COMMITMENT
    PARTY SIGNATURE PAGES On file with the Company]




 


Signature page to Backstop Commitment Letter


 






     


     


    

 


	Accepted
    and agreed to as of September 9, 2020:	 
	 	 
	ASCENA
    RETAIL GROUP, INC.	 
	 	 
	By:  	 /s/ Dan Lamadrid	 
	 	Name: Dan Lamadrid	 
	 	Title: Executive Vice President and Chief Financial
Officer	 




 


Signature page to Backstop Commitment
Letter


 






     


     


    

 


 



 


Schedule 1


 


[On file with the Company]


 






     


     


    

 


Schedule 2


 


[On file with the Company]


 






     


     


    

 


Exhibit A


 


[Attached]


 






     


     


    

 


Exhibit A - Form DIP Credit Agreement


 





 



 


$312,342,704.17




SENIOR SECURED SUPER-PRIORITY DEBTOR-IN-POSSESSION

TERM CREDIT AGREEMENT


 


dated as of


 


September [ ], 2020,


 


among


 


ASCENA RETAIL GROUP, INC.,

as Parent Borrower


 


AnnTaylor
Retail, Inc.,

as Subsidiary Borrower


 


The LENDERS Party Hereto


 


and


 


ALTER DOMUS (US) LLC,

as Administrative Agent


 







 



 





 



 











     


     


    

 


TABLE OF CONTENTS


 


		 	Page
	 	 	 
	Article I
	 
	Definitions
	 
	Section 1.01.	Defined Terms	2
	Section 1.02.	Classification of Loans and Borrowings	33
	Section 1.03.	Terms Generally	33
	Section 1.04.	Accounting Terms; GAAP	34
	Section 1.05.	Classification of Actions	34
	Section 1.06.	Divisions	34
	 	 	 
	Article II
	 
	The Credits
	 
	Section 2.01.	Commitments	35
	Section 2.02.	Loans and Borrowings	35
	Section 2.03.	Requests for Borrowings	36
	Section 2.04.	Funding of Borrowings	36
	Section 2.05.	Interest Elections	37
	Section 2.06.	Termination of Commitments	38
	Section 2.07.	Repayment of Loans; Evidence of Debt	38
	Section 2.08.	Amortization of Term Loans	39
	Section 2.09.	Prepayment of Loans	39
	Section 2.10.	Fees	41
	Section 2.11.	Interest	41
	Section 2.12.	Alternate Rate of Interest	42
	Section 2.13.	Increased Costs	43
	Section 2.14.	Break Funding Payments	45
	Section 2.15.	Taxes	45
	Section 2.16.	Payments Generally; Pro Rata Treatment; Sharing
    of Set-offs	49
	Section 2.17.	Mitigation Obligations; Replacement of Lenders	51
	Section 2.18.	[Reserved]	52
	Section 2.19.	[Reserved]	52
	Section 2.20.	Joint and Several Liability of the Borrowers	52
	Section 2.21.	Super-Priority Nature of Obligations and Administrative
    Agent’s Liens; Payment of Obligations	53
	Section 2.22.	Conversion to Exit Facility Agreement	54



 






    i


     


    

 


	Article III
	 
	Representations
    and Warranties
	 
	Section 3.01.	Organization;
    Powers	55
	Section 3.02.	Authorization;
    Enforceability; Benefit to Loan Parties	55
	Section 3.03.	Governmental
    Approvals; No Conflicts	55
	Section 3.04.	Financial
    Condition; No Material Adverse Change	56
	Section 3.05.	Properties	56
	Section 3.06.	Litigation
    and Environmental Matters	56
	Section 3.07.	Compliance
    with Laws and Agreements	57
	Section 3.08.	Investment
    Company Status	57
	Section 3.09.	Taxes	57
	Section 3.10.	ERISA;
    Labor Matters	58
	Section 3.11.	[Reserved]	58
	Section 3.12.	Subsidiaries
    and Joint Ventures	58
	Section 3.13.	Insurance	59
	Section 3.14.	Federal
    Reserve Regulations	59
	Section 3.15.	[Reserved]	59
	Section 3.16.	Collateral
    Matters	59
	Section 3.17.	Use
    of Proceeds	60
	Section 3.18.	Approved
    Budget	60
	Section 3.19.	Chapter
    11 Cases	60
	 	 	 
	Article IV
	 
	Conditions
	 
	Section 4.01.	Conditions
    to Effective Date and Availability of the Term Loans	61
	SECTION
    4.02	Conditions
    to the New Money Loan	63
	 	 	 
	Article V
	 
	Affirmative
    Covenants
	 
	Section 5.01.	Financial
    Statements and Other Information	63
	Section 5.02.	Notices
    of Material Events	66
	Section 5.03.	Collateral
    Obligations; Additional Subsidiaries	67
	Section 5.04.	Information
    Regarding Collateral	68
	Section 5.05.	Existence;
    Conduct of Business	69
	Section 5.06.	Payment
    of Obligations	69
	Section 5.07.	Maintenance
    of Properties	69
	Section 5.08.	Insurance	69
	Section 5.09.	Books
    and Records; Inspection and Rights	70
	Section 5.10.	Compliance
    with Laws	70
	Section 5.11.	Bankruptcy
    Matters	70
	Section 5.12.	Maintenance
    of Ratings	71
	Section 5.13.	Certain
    Post-Closing Collateral Obligations	71
	Section 5.14.	Reserved	71
	Section 5.15.	Conference
    Calls	71



 






    ii


     


    

 


	Article VI
	 
	Negative
    Covenants
	 
	Section 6.01.	Indebtedness; Certain Equity
    Securities	71
	Section 6.02.	Liens	73
	Section 6.03.	Fundamental Changes; Business Activities	74
	Section 6.04.	Investments, Loans, Advances, Guarantees and
    Acquisitions	75
	Section 6.05.	Asset Sales	77
	Section 6.06.	Sale/Leaseback Transactions	78
	Section 6.07.	Swap Agreements	78
	Section 6.08.	Restricted Payments; Certain Payments of Indebtedness	78
	Section 6.09.	Transactions with Affiliates	79
	Section 6.10.	Restrictive Agreements	80
	Section 6.11.	Amendment of Organizational Documents	81
	Section 6.12.	Financial Covenants	81
	Section 6.13.	Accounting Changes	81
	Section 6.14.	Sanctions	81
	Section 6.15.	Anti-Corruption Laws	81
	 	 	 
	Article VII
	 
	Events
    of Default
	 
	Article VIII
	 
	The Administrative
    Agent
	 
	Article IX
	 
	Miscellaneous
	 
	Section 9.01.	Notices	91
	Section 9.02.	Waivers; Amendments	93
	Section 9.03.	Expenses; Indemnity; Damage Waiver	95
	Section 9.04.	Successors and Assigns	97
	Section 9.05.	Survival	101
	Section 9.06.	Counterparts; Integration; Effectiveness; Electronic
    Execution	102
	Section 9.07.	Severability	102
	Section 9.08.	Right of Setoff	102
	Section 9.09.	Governing Law; Jurisdiction; Consent to Service
    of Process	103
	Section 9.10.	WAIVER OF JURY TRIAL	103
	Section 9.11.	Headings	104
	Section 9.12.	Confidentiality	104
	Section 9.13.	Several Obligations; Nonreliance; Violation
    of Law	104
	Section 9.14.	USA Patriot Act Notice	104
	Section 9.15.	Interest Rate Limitation	105
	Section 9.16.	Release of Liens and Guarantees	105
	Section 9.17.	No Fiduciary Relationship	105
	Section 9.18.	Non-Public Information	106
	Section 9.19.	Intercreditor Agreement	106
	Section 9.20.	Acknowledgement and Consent to Bail-In of EEA
    Financial Institutions	107



 






    iii


     


    

 


	SCHEDULE:	 	 
	 	 	 
	Schedule 2.01	—	Commitments
	Schedule
    3.05	—	Real
    Property
	Schedule
    3.06	—	Disclosed
    Matters
	Schedule
    3.12	—	Subsidiaries
    and Joint Ventures
	Schedule
    3.13	—	Insurance
	Schedule
    5.11	—	Required
    Milestones
	Schedule 6.01	—	Pre-Petition
    Indebtedness
	Schedule
    6.02	—	Liens
	Schedule
    6.04	—	Investments
	Schedule
    6.09	—	Transactions
    with Affiliates
	Schedule
    6.10	—	Restrictive
    Agreements
	 	 	 
	EXHIBITS:	 	 
	 	 	 
	Exhibit A	—	Form
    of Assignment and Assumption
	Exhibit B	—	Form
    of Borrowing Request
	Exhibit C	—	Form
    of Guarantee and Collateral Agreement
	Exhibit D	—	Form
    of Compliance Certificate
	Exhibit E	—	Form
    of Interest Election Request
	Exhibit F	—	[Reserved]
	Exhibit G	—	Form
    of Exit Facility Term Sheet
	Exhibit H-1	—	Form
    of U.S. Tax Certificate for Non-U.S. Lenders that are not Partnerships for U.S. Federal Income Tax Purposes
	Exhibit H-2	—	Form
    of U.S. Tax Certificate for Non-U.S. Lenders that are Partnerships for U.S. Federal Income Tax Purposes
	Exhibit H-3	—	Form
    of U.S. Tax Certificate for Non-U.S. Participants that are not Partnerships for U.S. Federal Income Tax Purposes
	Exhibit H-4	—	Form
    of U.S. Tax Certificate for Non-U.S. Participants that are Partnerships for U.S. Federal Income Tax Purposes
	Exhibit I	—	[Reserved]
	Exhibit J	—	Form
    of Variance Report
	Exhibit
    K	—	Form
    of Note
	 	 	 
	Annex
    A	—	Approved
    Budget




 






    iv


     


    

 



SENIOR SECURED SUPER-PRIORITY DEBTOR-IN-POSSESSION
TERM CREDIT AGREEMENT, dated as of September [ ], 2020, among ASCENA RETAIL GROUP, INC., a Delaware corporation, as debtor and
debtor-in-possession (the “Parent Borrower”), AnnTaylor Retail, Inc.,
a Florida corporation as debtor and debtor-in-possession (the “Subsidiary Borrower” and, together with the
Parent Borrower, the “Borrowers” and each, a “Borrower”), the LENDERS party hereto and Alter
Domus (US) LLC (“Alter Domus”), as Administrative Agent.


 


On July 23, 2020 (the “Petition Date”),
the Borrowers and the other Loan Parties (collectively, the “Debtors”, and each individually, a “Debtor”)
commenced voluntary cases (collectively, the “Cases” and each individually, a “Case”) in
the United States Bankruptcy Court for the Eastern District of Virginia Richmond Division (the “Court”). The
Debtors continue to operate their businesses and manage their properties as debtors and debtors-in-possession pursuant to Sections
1107 and 1108 of the Bankruptcy Code.


 


Prior to the Petition Date, the Lenders provided
financing to the Borrowers pursuant to that certain Term Credit Agreement dated as of August 21, 2015, among the Borrowers, the
other Loan Parties, the Pre-Petition Lenders and Goldman Sachs Bank USA, as the Pre-Petition Agent and the other parties thereto
(as amended, amended and restated, supplemented or otherwise modified from time to time through the date hereof, the “Pre-Petition
Credit Agreement”).


 


As of the Petition Date, the Pre-Petition
Lenders under the Pre-Petition Credit Agreement were owed approximately $1,271,597,089 in Loans (as defined in the Pre-Petition
Credit Agreement), plus interest, fees, costs and expenses and all other Pre-Petition Lender Obligations under the Pre-Petition
Credit Agreement.


 


The Loan Document Obligations under and as
defined in the Pre-Petition Credit Agreement are secured by a security interest in substantially all of the existing and after-acquired
assets of the Borrowers and the other Loan Parties as more fully set forth in the Pre-Petition Loan Documents, and such security
interest is perfected and, with certain exceptions, as described in the Pre-Petition Loan Documents, has priority over other security
interests.


 


The Borrowers have
requested, and, upon the terms set forth in this Agreement, the Lenders have agreed to make or be deemed to have made
available to the Borrowers, a senior secured super priority term credit facility of up to $312,342,704.17 in the aggregate
that is automatically convertible into a secured exit facility upon the satisfaction (or waiver) of certain conditions in the
form of a term facility to be made available to the Borrowers at any time until the Maturity Date subject to the terms and
conditions set forth herein (the “Term Credit Facility”).


 


The Borrowers and other Loan Parties have
agreed to secure all of their Loan Document Obligations under the Loan Documents by granting to the Administrative Agent, for the
benefit of the Administrative Agent and the other Secured Parties, a security interest in and lien upon all of their existing and
after-acquired personal and real property, subject to the Intercreditor Agreement and the limitations and priorities contained
in the Loan Documents and the Order.


 






     


     


    

 


Accordingly, in consideration of the mutual
agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged,
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:


 


“ABL Agent” means the
Person acting as agent under the ABL Credit Agreement, in its individual capacity, and its successors.


 


“ABL Credit Agreement”
means the Senior Secured Super-Priority Debtor-In-Possession Credit Agreement, dated the Funding Date, among the Parent Borrower,
the borrowing subsidiaries party thereto, the other loan parties party thereto, the lenders party thereto and the ABL Agent, as
administrative agent, as amended, restated, supplemented, modified, renewed, refunded, replaced or refinanced from time to time
through the date hereof.


 


“ABL Lenders” means the
lenders under the ABL Credit Agreement.


 


“ABL Priority Collateral”
has the meaning set forth in the Intercreditor Agreement.


 


“ABR,” 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 Alternate Base Rate.


 


“Acceptable Plan” means
a Plan of Reorganization that is consistent with the RSA and otherwise satisfactory to the Required Lenders and the Loan Parties
in their reasonable discretion (as the same may be amended, supplemented, or modified from time to time after entry thereof in
accordance with the terms thereof); it being agreed that the Plan (as defined in the RSA) is an “Acceptable Plan” to
the Required Lenders.


 


“Actual Net Cash Flow Amount”
means the actual net cash flows of the Loan Parties during the relevant period of determination which corresponds to each of the
Budgeted Net Cash Flow Amounts described in the line item contained in the Approved Budget across from the heading “Unlevered
Operating Cash Flow, Including Restructuring”.


 


“Ad Hoc Committee” means
the ad hoc committee of Consenting Stakeholders (as defined in the RSA).


 


“Ad Hoc Committee Advisors”
means Greenhill Partners and Milbank LLP, the advisors of the Ad Hoc Committee.


 


“Adjusted LIBO
Rate” means, with respect to any Eurodollar Borrowing for any Interest Period, an interest rate per annum (rounded
to the nearest 1/16 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory
Reserve Rate; provided that, notwithstanding the foregoing, in the case of the Term Loans, the Adjusted LIBO Rate
shall at no time be less than 1.00% per annum.


 






    2


     


    

 


“Administrative Agent”
means Alter Domus (US) LLC, in its capacity as administrative agent hereunder and under the other Loan Documents, and its successors
in such capacity as provided in Article VIII.


 


“Administrative Agent Fee Letter”
means that certain Fee Letter dated as of even date herewith between the Borrowers and Alter Domus.


 


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


 


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


 


“Agreement” means this
Senior Secured Super-Priority Debtor-In-Possession Term Credit Agreement, as modified, supplemented, amended or restated from time
to time.


 


“Alter Domus” has the
meaning set forth in the introductory paragraph hereto.


 


“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 Federal
Funds Effective Rate in effect on such day plus 1/2 of 1% per annum and (c) the Adjusted LIBO Rate on such day (or if such
day is not a Business Day, the immediately preceding Business Day) for a deposit in dollars with a maturity of one month plus 1%
per annum; provided that, for the avoidance of doubt, the Adjusted LIBO Rate for any day shall be based on the Screen Rate
(or the Interpolated Screen Rate, as applicable) at approximately 11:00 a.m., London time, on such day for a deposit in dollars
with a maturity of one month. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective
Rate or the Adjusted LIBO Rate shall be effective from and including the effective date of such change in the Prime Rate, the Federal
Funds Effective Rate or the Adjusted LIBO Rate, respectively. Notwithstanding the foregoing, in the case of the Term Loans, the
Alternate Base Rate shall at no time be less than 2.00% per annum.


 


“Anti-Corruption Laws”
means all laws, rules, and regulations of any jurisdiction applicable to the Parent Borrower and its Subsidiaries from time to
time concerning or relating to bribery or corruption, including the United States Foreign Corrupt Practices Act of 1977 and the
UK Bribery Act 2010.


 


“Applicable Rate” means,
for any day, with respect to any Term Loan, (i) 11.75% in the case Eurodollar Term Loans and (ii) 10.75% in the case of ABR
Term Loans.


 


“Approved Budget”
means the budget prepared by the Parent Borrower in form and substance reasonably satisfactory to the Ad Hoc Committee
Advisors, it being understood and agreed that the budget in the form of Annex A and initially furnished to the
Administrative Agent on or prior to the Effective Date is deemed reasonably satisfactory to the Ad Hoc Committee Advisors, as
the same may be updated, modified or supplemented from time to time as provided in Section 5.01. The initial Approved
Budget shall depict, on a weekly and line item basis, (i) projected cash receipts, (ii) projected cash disbursements
(including ordinary course operating expenses, bankruptcy-related expenses (including professional fees of the Loan
Parties’ professionals and advisors), asset sales and any other fees and expenses relating to the Loan Documents),
(iii) net cash flows, (iv) Liquidity and (v) professional fees and disbursements with respect to the Loan Parties’
professionals, in each case for the first thirteen (13) week period from the Effective Date, and such initial Approved Budget
shall be approved by, and in form and substance reasonably satisfactory to, the Administrative Agent and the Required Lenders
in their sole discretion (it being acknowledged and agreed that the initial Approved Budget attached hereto as Annex A
is approved by and reasonably satisfactory to the Administrative Agent and the Required Lenders).


 






    3


     


    

 


“Approved Fund” means
any Person (other than a natural person that is engaged in making, purchasing, holding or investing in commercial loans and similar
extensions of credit in the ordinary course of its activities 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.


 


“Asset Sale” has the
meaning set forth in Section 6.05.


 


“Asset Sale Escrow Account”
means a Deposit Account in the name of the Parent Borrower subject to a blocked Control Agreement in favor of the Administrative
Agent, on behalf of the Secured Parties, in which the proceeds of Asset Sales shall be deposited in accordance with Section 2.09.


 


“Assignment and Assumption”
means an assignment and assumption entered into by a Lender and an Eligible Assignee, with the consent of any Person whose consent
is required by Section 9.04, and accepted by the Administrative Agent, in the form of Exhibit A or any other form approved
by the Administrative Agent.


 


“Automatic Stay” means
the automatic stay provided under Section 362 of the Bankruptcy Code.


 


“Backstop Lender” means
each Lender who is party to the Commitment Letter.


 


“Bail-In Action” means
the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of
such EEA Financial Institution.


 


“Bail-In Legislation”
means, 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 for such EEA Member Country from time to time which is described in the
EU Bail-In Legislation Schedule.


 


“Bankruptcy Code” means
the Bankruptcy Reform Act of 1978, as codified at 11 U.S.C. §§ 101 et seq.


 






    4


     


    

 


“Bankruptcy Rules” means
the Federal Rules of Bankruptcy Procedure, as the same may from time to time be in effect and applicable to the Cases.


 


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


 


“Borrowers” has the meaning
set forth in the introductory paragraph hereto.


 


“Borrowing” means Loans
of the same Type made, converted or continued on the same date and, in the case of Eurodollar Loans, as to which a single Interest
Period is in effect.


 


“Borrowing Request” means
a request by the Borrowers for a Borrowing in accordance with Section 2.03, which shall be, in the case of any such written
request, in the form of Exhibit B or any other form approved by the Administrative Agent.


 


“Budgeted Net Cash Flow Amount”
means the amount described in the line item contained in the Approved Budget across from the heading “Unlevered Operating
Cash Flow Including Restructuring”, during the relevant period of determination.


 


“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, when used in connection with a Eurodollar Loan, the term “Business Day” shall
also exclude any day on which banks are not open for dealings in dollar deposits in the London interbank market.


 


“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 on a balance sheet of such Person under GAAP (as in effect on December 31, 2018, notwithstanding any modification
or interpretative change thereto after such date and excluding the effect to any treatment of lease under Accounting Standards
Codification 842 (or any other Accounting Standards Codification or Financial Accounting Standard have a similar result or effect)),
the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.


 


“Carve Out” has the meaning
set forth in the Order.


 


“Cases” has the meaning
set forth in the Recitals.


 


“Cash Equivalents” means:


 


(a)              
marketable direct obligations issued or unconditionally guaranteed by the United States Government, the Government of Canada,
or the UK government, or issued by an agency thereof and backed by the full faith and credit of the United States Government, the
Government of Canada, or the UK government, as the case may be, in each case maturing within two years after the date of acquisition
thereof;


 






    5


     


    

 


(b)              
 marketable direct obligations issued by any state of the United States of America or any province of Canada, or any member
of the European Union or any political subdivision of any such state or province or any public instrumentality thereof, in each
case maturing within two years after the date of acquisition thereof and, at the time of acquisition, having a rating of at least
A by S&P or Moody’s (or, if at any time neither S&P nor Moody’s shall be rating such obligations, then from
such other nationally recognized rating services acceptable to the Administrative Agent);


 


(c)              
commercial paper maturing no more than one year after the date of creation thereof and, at the time of acquisition, having
a rating of at least A-2 or P-2 from either S&P or Moody’s (or, if at any time neither S&P nor Moody’s
shall be rating such obligations, then the highest rating from such other nationally recognized rating services acceptable to the
Administrative Agent);


 


(d)              certificates
of deposit or bankers acceptances denominated in US Dollars, Canadian Dollars, Sterling or Euro and maturing within one year after
the date of acquisition thereof issued by any Lender or any other commercial bank organized under the laws of the United States
of America or Canada or any state or province thereof or the District of Columbia, or the UK, in each case having combined capital
and surplus of not less than $250,000,000 (or the foreign currency equivalent thereof);


 


(e)               repurchase
agreements of any Lender or any other commercial bank organized under the laws of the United States of America or Canada or any
state or province thereof or the District of Columbia, or the UK, in each case having combined capital and surplus of not less
than $250,000,000 (or the foreign currency equivalent thereof);


 


(f)               overnight investments with any Lender or any other commercial bank organized under the laws of the United States of America
or Canada or any state or province thereof or the District of Columbia, or the UK, in each case having combined capital and surplus
of not less than $250,000,000 (or the foreign currency equivalent thereof);


 


(g)              other
readily marketable instruments issued or sold by any Lender or any other commercial bank organized under the laws of the United
States of America or Canada or any state or province thereof or the District of Columbia, or the UK, in each case having combined
capital and surplus of not less than $250,000,000 (or the foreign currency equivalent thereof);


 


(h)              
shares of mutual funds whose investment guidelines restrict 95% of such funds’ investments to those satisfying the
provisions of clauses (a) through (g) above;


 


(i)               
funds invested in brokerage accounts with nationally recognized brokerage houses or money market accounts; and


 


(j)                in
the case of investments by any Foreign Subsidiary or investments made in a country outside the United States, other
customarily utilized high quality investments in the country where such Foreign Subsidiary is located or in which such
investment is made that would customarily constitute “cash equivalents”.


 






    6


     


    

 


“Cash Management Order”
means the order of the Court entered in the Cases after the “first day” hearing on a final basis, together with all
extensions, modifications and amendments thereto, in form and substance reasonably satisfactory to the Required Lenders, which
among other matters authorizes the Debtors to maintain their existing cash management and treasury arrangements (as set forth in
the Pre-Petition Credit Agreement) or such other arrangements as shall be reasonably acceptable to the Required Lenders in all
material respects


 


“CFC” means (a) any Person
that is a “controlled foreign corporation” within the meaning of Section 957(a) of the Code and (b) each subsidiary
of any Person described in clause (a).


 


“CFC Holdco” means a
Subsidiary with no material assets other than equity interests of one or more Foreign Subsidiaries that are CFCs.


 


“Change in Control” means
(a) any transaction (including a merger or consolidation) the result of which is that any “person” or “group”
(within the meaning of Sections 13(d) and 14(d)(2) of the Exchange Act), other than the Permitted Investor, becomes the “beneficial
owner” (as defined in Rule 13d-3 under the Exchange Act) of more than 35% of the total voting power of all classes of
the voting stock of the Parent Borrower and/or warrants or options to acquire such voting stock, calculated on a fully diluted
basis, and the percentage of the aggregate voting power represented by such voting stock of the Parent Borrower owned by such “person”
or “group” then or at any time thereafter exceeds the percentage of the aggregate voting power represented by the voting
stock of the Parent Borrower owned by the Permitted Investor or (b) during any period of 12 consecutive months, a majority of the
members of the board of directors or other equivalent governing body of the Parent Borrower cease to be composed of individuals
(i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination
to that board or equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time
of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose election or nomination
to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting
at the time of such election or nomination at least a majority of that board or equivalent governing body.


 


“Change in Law” means
the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any rule,
regulation, treaty or other law, (b) any change in any rule, regulation, treaty or other law or in the administration, interpretation,
implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline
or directive (whether or not having the force of law) by any Governmental Authority; provided that, notwithstanding anything
herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines
or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines 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, promulgated or issued.


 


“Charges” has the meaning
set forth in Section 9.15.


 


“Claim” means any
(a) right to payment, whether or not such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured,
unmatured, disputed, undisputed, legal, equitable, secured, or unsecured; or (b) right to an equitable remedy for breach of
performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to
judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured, or unsecured.


 






    7


     


    

 


“Code” means the Internal
Revenue Code of 1986.


 


“Collateral”
means (a) means, collectively, all of the real, personal and mixed property (including Equity Interests) in which Liens are purported
to be granted pursuant to the Collateral Documents as security for the Loan Document Obligations, and (b) the “DIP Collateral”
referred to in the Order, it being understood that “Collateral” shall include all such “DIP Collateral”
irrespective of whether any such property was excluded pursuant to the Pre-Petition Loan Documents.


 


“Collateral Agreement”
means the Guarantee and Collateral Agreement among the Borrowers, the other Loan Parties and the Administrative Agent, substantially
in the form of Exhibit C, together with all supplements thereto.


 


“Collateral and Guarantee Requirement”
means, at any time, the requirement that:


 


(a)              
the Administrative Agent shall have received from the Borrowers and each Designated Subsidiary (a) either (i) a counterpart
of the Collateral Agreement, duly executed and delivered on behalf of such Person, or (ii) in the case of any Person that
becomes a Designated Subsidiary after the Effective Date, a supplement to the Collateral Agreement, in the form specified therein,
duly executed and delivered on behalf of such Person, together with such documents with respect to such Designated Subsidiary as
may reasonably be requested by the Administrative Agent and (b) an Intercreditor Acknowledgement in the form referred to in the
Intercreditor Agreement, duly executed and delivered on behalf of such Person;


 


(b)             
all Equity Interests owned by or on behalf of any Loan Party shall have been pledged pursuant to, and to the extent required
by, the Collateral Agreement, including Equity Interests in any Luxembourg IP Subsidiary and any first-tier CFC or CFC Holdco,
and the Administrative Agent shall, to the extent required by the Collateral Agreement, have received certificates or other instruments
representing all such certificated Equity Interests, together with undated stock powers or other instruments of transfer with respect
thereto endorsed in blank;


 


(c)             
all other assets, to the extent not constituting Excluded Property, shall have been pledged pursuant to, and to the extent
required by, the Collateral Agreement;


 


(d)              all
documents and instruments, including UCC financing statements, required by law or reasonably requested by the Administrative Agent
to be filed, registered or recorded to perfect the Liens intended to be created by the Collateral Documents with the priority
required by the Collateral Documents shall have been filed, registered or recorded or delivered to the Administrative Agent for
filing, registration or recording;


 






    8


     


    

 


(e)              
each Loan Party shall have obtained all material consents and approvals required in connection with the execution and delivery
of all Collateral Documents to which it is a party and the performance of its obligations thereunder; and


 


(f)               
the Loan Document Obligations shall at all times be secured by a valid, binding, continuing, enforceable perfected first
priority Lien on the DIP Accounts and the proceeds thereof and, on the Effective Date (or such later date as the Required Lenders
may agree in its sole discretion), the Borrowers must obtain Control Agreement for the DIP Accounts.


 


Notwithstanding the foregoing, any Designated
Subsidiary formed or acquired after the Effective Date shall not be required to comply with the foregoing requirements prior to
the time specified in Section 5.03. The foregoing definition shall not require the creation or perfection of pledges of or security
interests in, or the obtaining of title insurance or, subject to the requirements of applicable law, flood insurance, legal opinions,
appraisals, surveys or other deliverables with respect to, particular assets of the Loan Parties, or the provision of Guarantees
by any Restricted Subsidiary, if and for so long as the Administrative Agent (acting at the direction of the Required Lenders),
in consultation with the Borrowers, reasonably determines that the cost of creating or perfecting such pledges or security interests
in such assets, or obtaining such title insurance or flood insurance, legal opinions, appraisals, surveys or other deliverables
in respect of such assets, or providing such Guarantees, shall be excessive in view of the benefits to be obtained by the Lenders
therefrom. The Required Lenders may in their sole discretion, grant extensions of time for the creation and perfection of security
interests in (including delivery of promissory notes as required by clause (c) above) or the obtaining of title insurance
or, subject to the requirements of applicable law, flood insurance, legal opinions, appraisals, surveys or other deliverables with
respect to particular assets or the provision of any Guarantee by any Designated Subsidiary where it determines that such action
cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required to be accomplished
by this Agreement or the Collateral Documents.


 


“Collateral Documents”
means the Order, Collateral Agreement, and each other document granting a Lien upon any assets of any Loan Party as security for
payment of the Loan Document Obligations.


 


“Commitment” means, with
respect to each Lender, such Lender’s New Money Commitment and such Lender’s Roll-Up Loans Commitment.


 


“Commitment
Letter” means the Commitment Letter dated July 23, 2020, among the Ad Hoc Committee and the Parent Borrower, as such
letter agreement may be amended, supplemented or otherwise modified from time to time in accordance with the terms thereof.


 


“Committee” means an
official committee of unsecured creditors appointed in any of the Cases by the U.S. Trustee.


 


“Communications” means,
collectively, any written 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 that is distributed to the Administrative Agent
or any Lender by means of electronic communications pursuant to Section 9.01, including through the Platform.


 






    9


     


    

 


“Compliance Certificate”
means a Compliance Certificate in the form of Exhibit D or any other form approved by the Administrative Agent.


 


“Confirmation Order”
means an order of the Court entered in the Cases pursuant to section 1129 of the Bankruptcy Code, which order (x) shall confirm
an Acceptable Plan, be a final Order and otherwise be in form and substance reasonably satisfactory to the Required Lenders, together
with all extensions, modifications, and amendments thereto, also in form and substance reasonably satisfactory to the Required
Lenders and (y) (i) if the Term Credit Facility converts to the Exit Facility, shall authorize and approve the extensions of credit
under the Exit Facility Credit Agreement and the performance of the Borrowers’ (or the entities assuming and/or acquiring
directly or indirectly the operations and assets of the Borrowers in the Acceptable Plan) and Guarantors’ obligations thereunder,
authorize a pro forma capital structure that satisfies the conditions precedent to the occurrence of the Conversion Date and otherwise
satisfies all other conditions to the Conversion Date or (ii) if the Term Credit Facility is to be repaid in cash, shall authorize
and approve such repayment, any financing the proceeds of which will be used to fund such repayment, and the termination in full
of all outstanding obligations under the Term Credit Facility.


 


“Control” means the possession,
directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through
the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled”
have meanings correlative thereto.


 


“Control Agreement” means,
with respect to any deposit account or securities account maintained by any Loan Party, a control agreement in form and substance
reasonably satisfactory to the Administrative Agent, duly executed and delivered by such Loan Party and the depositary bank or
the securities intermediary, as the case may be, with which such account is maintained.


 


“Conversion Date” means
the date upon which each of the conditions precedent to effectiveness of the Exit Facility Agreement set forth in the Exit Facility
Term Sheet shall have been satisfied or waived.


 


“Court” has the meaning
set forth in the Recitals.


 


“Cumulative Four-Week Period”
means the four-week period up to and through the Saturday of the week most recently ended prior to the applicable Variance Report
Date, or if a four-week period has not then elapsed from the Petition Date, such shorter period since the Petition Date through
the Saturday of the most recent week then ended.


 


“Debtor” has the meaning
set forth in the Recitals.


 


“Debtors’ Investment Banker”
means Guggenheim Securities, LLC.


 


“Declined Proceeds” has
the meaning set forth in Section 2.09(d).


 






    10


     


    

 


“Default” means any event
or condition that constitutes an Event of Default or that upon notice, lapse of time or both would, unless cured or waived, become
an Event of Default.


 


“Default Rate” means
(i) in the case of overdue principal of any Loan, 2.0% per annum plus the rate otherwise applicable to such Loan as provided
in Section 2.11 or (ii) in the case of any other overdue amount, 2.0% per annum plus the rate applicable to ABR Term Loans
as provided in Section 2.11(a).


 


“Deposit Account” has
the meaning set forth in the Collateral Agreement.


 


“Designated Jurisdiction”
means any country or territory to the extent that such country or territory itself is the subject of any Sanction.


 


“Designated Persons”
means any person or entity listed on a Sanctions list.


 


“Designated Subsidiary”
means each Subsidiary other than an Excluded Subsidiary.


 


“DIP Accounts” means
the DIP Funding Account and the Asset Sale Escrow Account.


 


“DIP Funding Account”
means a Deposit Account in the name of the Parent Borrower subject to a blocked Control Agreement in favor of the Administrative
Agent, on behalf of the Secured Parties, in which the proceeds of the Loans shall be deposited and held on the Funding Date and
used solely for the purposes set forth in Section 3.17.


 


“DIP Superpriority Claim”
means allowed superpriority expense claims pursuant to Bankruptcy Code Sections 364(c)(1), 503 and 507 granted by the Order.


 


“Disclosed Matters” means
the actions, suits and proceedings and the environmental matters disclosed in Schedule 3.06.


 


“Disqualified
Stock” means any Equity Interests which, by its terms (or by the terms of any security into which it is convertible
or for which it is exchangeable), or upon the happening of any event, (a) matures (excluding any maturity as the result
of an optional redemption by the issuer thereof) or is mandatorily redeemable, pursuant to a sinking fund obligation or
otherwise, or is redeemable at the option of the holder thereof, in whole or in part, or requires the payment of any cash
dividend or any other scheduled payment constituting a return of capital, in each case at any time on or prior to the date
that is 91 days after the latest Maturity Date (determined as of the date of issuance thereof or, in the case of any such
Equity Interests outstanding on the date hereof, the date hereof), or (b) is convertible into or exchangeable (unless at
the sole option of the issuer thereof) for (i) cash, (ii) debt or (iii) any Equity Interests referred to in
(a) above, in each case at any time prior to the date that is 91 days after the latest Maturity Date (determined as of the
date of issuance thereof or, in the case of any such Equity Interests outstanding on the date hereof, the date hereof).
Notwithstanding the foregoing, any Equity Interests that would constitute Disqualified Stock solely because holders of the
Equity Interests have the right to require the issuer of such Equity Interests to repurchase such Equity Interests upon the
occurrence of a change in control or an asset sale will not constitute Disqualified Stock if the terms of such Equity
Interests provide that the issuer may not repurchase or redeem any such Equity Interests pursuant to such provisions unless
such repurchase or redemption is permitted under the terms of this Agreement.


 






    11


     


    

 


“dollars” or “$”
refers to lawful money of the United States of America.


 


“Domestic Subsidiary”
means any Subsidiary of the Parent Borrower that is organized under the laws of the United States, any state of the United States
or the District of Columbia, except for a Subsidiary directly or indirectly owned by a CFC.


 


“EEA Financial Institution”
means (a) any financial institution 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 clause (a) or (b) of this definition and is subject to consolidated supervision with its parent.


 


“EEA Member Country”
means any member state 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
the date on which the conditions specified in Section 4.01 are satisfied (or waived in accordance with Section 9.02), which date
is September [ ], 20201.


 


“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.


 


“Eligible Assignee” means
(a) a Lender, (b) an Affiliate of a Lender, (c) an Approved Fund and (d) any other Person, other than, in each
case, a natural person or the Parent Borrower, any Subsidiary or any other Affiliate of the Parent Borrower.


 


“Environment” means ambient
air, indoor air, surface water, groundwater, drinking water, land surface and subsurface strata, and natural resources such as
wetlands, flora and fauna.


 


“Environmental
Laws” means all applicable federal, state, and local laws (including common law), regulations, rules, ordinances,
codes, decrees, judgments, directives, orders (including consent orders), and binding agreements with any Governmental
Authority in each case, relating to pollution or protection of the Environment, human health and safety (to the extent
related to exposure to Hazardous Materials), or the presence, Release of, or exposure to, Hazardous Materials, or the
generation, manufacture, processing, distribution, use, treatment, storage, transport, recycling or handling of, or the
arrangement for such activities with respect to, Hazardous Materials.


 





 



 


1
Expected to  be two business days after the date the Order is approved.


 






    12


     


    

 


“Environmental Liability”
means any liability, claim, action, suit, agreement, judgment or order arising under or relating to any Environmental Law for any
damages, injunctive relief, losses, fines, penalties, fees, expenses (including reasonable fees and expenses of attorneys and consultants)
or costs, whether contingent or otherwise, including those arising from or relating to: (a) compliance or non-compliance with
any Environmental Law or permit, license or approval issued thereunder, (b) the generation, use, handling, transportation,
storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the Release or
threat of Release of any Hazardous Materials or (e) any contract, agreement or other consensual arrangement pursuant to which
liability is assumed or imposed with respect to any of the foregoing.


 


“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 such equity interest (other than, prior to the date of such conversion, any Indebtedness that is convertible
into any such Equity Interests).


 


“ERISA” means
the Employee Retirement Income Security Act of 1974.


 


“ERISA Affiliate” means
any trade or business (whether or not incorporated) that, together with any Loan Party, is treated as a single employer under Section 414(b)
or 414(c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single
employer under Section 414(m) or 414(o) of the Code.


 


“ERISA Event” means
(a) any “reportable event,” as defined in Section 4043(c) 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) any failure by any
Plan to satisfy the minimum funding requirements of Section 412 or 430 of the Code or Section 302 or 303 of ERISA
with respect to such Plan, in each case whether or not waived, or any failure by any Loan Party or any ERISA Affiliate to
make a required contribution to a Multiemployer Plan, (c) 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,
(d) a determination that any Plan is in “at-risk” status (as defined in Section 303(i)(4) of ERISA
or Section 430(i)(4) of the Code), (e) the incurrence by any Loan Party or any ERISA Affiliate of any liability
under Title IV of ERISA (other than PBGC premiums due but not delinquent under Section 4007 of ERISA), (f) the
receipt by any Loan Party 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 under Section 4042 of ERISA, (g) any
event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a
trustee to administer, any Plan or Multiemployer Plan; (h) a complete withdrawal or partial withdrawal by any Loan Party
or any ERISA Affiliate from any Plan or Multiemployer Plan, (i) the receipt by any Loan Party or any ERISA Affiliate of
any notice concerning the imposition of Withdrawal Liability, or a determination that a Multiemployer Plan is insolvent,
within the meaning of Title IV of ERISA, or in “endangered” or “critical” status, within the
meaning of Section 305 of ERISA or Section 432 of the Code, (j) a failure by any Loan Party or any ERISA
Affiliate to pay when due (after expiration of any applicable grace period) any installment payment with respect to
Withdrawal Liability, (k) the imposition of a Lien upon any Loan Party or any ERISA Affiliate pursuant to Section 430(k) of
the Code or Section 303(k) of ERISA, (l) the occurrence of a non-exempt “prohibited transaction” (as defined
in Section 4975 of the Code or Section 406 of ERISA) with respect to which any Loan Party or any ERISA Affiliate is
a “disqualified person” (within the meaning of Section 4975 of the Code) or a “party in
interest” (within the meaning of Section 406 of ERISA) or could otherwise reasonably be expected to be liable or
(m) any event with respect to any Foreign Plan which could reasonably be expected to result in liability to any Loan Party
similar to the liability that could arise with respect to an event described in clauses (a) through (l) above.


 






    13


     


    

 


“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, are bearing interest
at a rate determined by reference to the Adjusted LIBO Rate.


 


“Events of Default” has
the meaning set forth in Article VII.


 


“Exchange Act” means
the United States Securities Exchange Act of 1934.


 


“Excluded Deposit Account”
means (a) [reserved], (b) any Deposit Account that is a zero balance disbursement account the funds in which are used solely for
the payment of salaries and wages, (c) any Deposit Account that is a zero balance disbursement account the funds in which are used
solely for payment of medical or insurance reimbursement, workers’ compensation and similar expenses, (d) any escrow account
to the extent the creation of a security interest therein would violate any agreement with a Person other than the Parent Borrower
or a Subsidiary, and (e) any fiduciary or trust account.


 


“Excluded Property” the
collective reference to:


 


(A)            
any licenses, franchises, charters and authorizations of a Governmental Authority to the extent a security interest therein
under the Loan Documents is prohibited by or would require the consent, license or approval of any Governmental Authority (except
to the extent such prohibition or restriction is ineffective under the Uniform Commercial Code, the Order or other applicable law
notwithstanding such prohibition);


 


(B)              any
asset if the granting of a security interest under the Loan Documents in such asset would be prohibited by any (x) law,
treaty, rule or regulation (including all applicable regulations and laws regarding assignments of and security interests in,
government receivables) or a court or other Governmental Authority or would require the consent, license or approval of any
Governmental Authority (other than proceeds thereof, to the extent the assignment of such proceeds is effective under the
Uniform Commercial Code, the Order or other applicable law notwithstanding such prohibition and the assignment of such
proceeds is not prohibited by applicable law and does not require the consent, license or approval of any Governmental
Authority) or (y) contractual obligation (only to the extent such restriction is binding on such asset (i) on the Petition
Date or (ii) on the date of the acquisition thereof and not entered into in contemplation thereof) (except to the extent such
prohibition or restriction is ineffective under the Uniform Commercial Code, the Order or other applicable law
notwithstanding such prohibition);


 






    14


     


    

 


(C)            
any lease, license or other agreement to the extent that a grant of a security interest therein under the Loan Documents
would violate or invalidate such lease, license or agreement (except any such lease, license or agreement among Parent Borrower
and its wholly-owned Subsidiaries and except to the extent such prohibition or restriction is ineffective under the Uniform Commercial
Code, the Order or other applicable law notwithstanding such prohibition);


 


(D)            
Equity Interests in any Person that is not a Subsidiary, in partnerships, in joint ventures and in non-wholly owned Subsidiaries
to the extent the pledge or other granting of a security interest under the Loan Documents in such Equity Interests would be prohibited
by, or require a consent or approval of unaffiliated third parties or are not permitted under, organizational or governance documents
or shareholders’ or similar agreements of or with respect to such Person (except to the extent such prohibition or restriction
is ineffective under the Uniform Commercial Code, the Order, or other applicable law notwithstanding such prohibition);


 


(E)           
to the extent applicable law requires that a Subsidiary issue directors’ qualifying shares, nominee shares or similar
shares which are required by applicable law to be held by persons other than a Loan Party, such qualifying shares, nominee shares
or similar shares held by Persons other than a Loan Party;


 


(F)             
any United States intent-to-use application for registration of a trademark or service mark prior to the acceptance by the
United States Patent and Trademark Office of a statement of use or an amendment to allege use, to the extent and for so long as
the grant of a security interest therein would impair the validity or enforceability of, or render void or voidable or result in
the cancellation of, a Loan Party’s right, title or interest therein or any trademark or service mark registration issued
therefrom;


 


(G)            
“margin stock” within the meaning of Regulation U;


 


(H)            
Excluded Deposit Accounts; and


 


(I)               
proceeds in an amount not to exceed the Carve Out, if applicable, under the Order.


 


provided that (a) in the case of
clauses 2(y), (3) and (5), such exclusion shall not apply (i) to the extent the prohibition or restriction is ineffective
under Section 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code, the Bankruptcy Code or other applicable law or
(ii) to proceeds of the assets referred to in such clause, the assignment of which is expressly deemed effective under
Section 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code, the Bankruptcy Code or other applicable law and (b)
assets described above shall no longer be “Excluded Property” upon termination of the applicable prohibition or
restriction described above that caused such assets to be treated as “Excluded Property”.


 






    15


     


    

 



 


“Excluded Subsidiary”
means (a) [reserved], (b) any Foreign Subsidiary of the Parent Borrower, (c) any Subsidiary that is a direct or
indirect Subsidiary of a Foreign Subsidiary of the Parent Borrower that is a CFC, (d) any CFC Holdco, (e) any Subsidiary
that is prohibited or restricted by applicable law, rule or regulation or contractual obligation in existence on the Petition Date
from providing a Guarantee of the Loan Document Obligations (solely for so long as such prohibition or restriction remains in existence)
or if such Guarantee would require governmental (including regulatory) consent, approval, license or authorization unless such
consent, approval, license or authorization has been received (but without obligation to seek the same), (f) [reserved], (g) [reserved],
(h) [reserved], and (i) any other Restricted Subsidiary with respect to which, in the reasonable judgment of the Required
Lenders (confirmed in writing by notice to the Parent Borrower), the cost or other consequences of becoming a Guarantor shall be
excessive in view of the benefits to be obtained by the Lenders therefrom. In no event shall (i) the Subsidiary Borrower be an
Excluded Subsidiary or (ii) any Subsidiary of the Parent Borrower that is a “Subsidiary Loan Party” (under and as defined
in the ABL Credit Agreement to the extent applicable) or that is otherwise a guarantor of, or has otherwise provided security for,
the obligations under the ABL Credit Agreement(to the extent applicable) be an Excluded Subsidiary.


 


“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 such Recipient’s net income (however denominated), franchise Taxes, and
branch profits Taxes, in each case, (i) imposed by a jurisdiction 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, such jurisdiction (or
any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding
Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment
pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the applicable Loan or Commitment
(other than an assignee pursuant to an assignment request by the Borrowers under Section 2.17(b)) or (ii) such Lender
changes its lending office, except in each case to the extent that, pursuant to Section 2.15, amounts with respect to such
Taxes were payable either to such Lender’s assignor immediately before such Lender acquired the applicable interest in such
Loan or Commitment or to such Lender immediately before it changed its lending office, (c) any Taxes attributable to a Lender’s
failure to comply with Section 2.15(e) and (d) any U.S. federal withholding Taxes imposed under FATCA.


 


“Exit Conversion” has
the meaning set forth in Section 2.22.


 


“Exit
Facility Agreement” means the credit agreement that is approved by the Confirmation Order and entered into on the
Conversion Date consistent in all material respects with the terms set forth in the Exit Facility Term Sheet and any related
schedules and exhibits attached thereto; provided, that such credit agreement shall have been made available to the
Administrative Agent and all Lenders; provided, further, that upon the satisfaction of waiver of the conditions contemplated
by Section 2.22, each Lender hereunder that is a Lender on the Conversion Date hereby authorizes the Administrative Agent to
use its executed signature page to this Agreement as an executed signature page to the Exit Facility Agreement without any
further action on the part of any such Lender or any other Person.


 






    16


     


    

 


“Exit Facility Term Sheet”
means the term sheet attached as Exhibit G hereto, as amended, supplemented or otherwise modified from time to time in accordance
with the terms of this Agreement


 


“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 Treasury regulations or other official administrative interpretations
thereof, any agreements entered into pursuant to current Section 1471(b) of the Code (or any amended or successor version
described above), and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement
between a non-U.S. jurisdiction and the United States of America.


 


“Federal Funds Effective Rate”
means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight Federal
funds transactions with members of the Federal Reserve System, as published on the next succeeding Business Day by the Federal
Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards,
if necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received by the Administrative Agent
from three Federal funds brokers of recognized standing selected by it.


 


“Financial Officer” means,
with respect to any Person, the chief financial officer, principal accounting officer, treasurer, assistant treasurer, chief restructuring
officer or controller of such Person.


 


“Foreign Lender” means
a Lender that is not a U.S. Person.


 


“Foreign Plan” means
any defined benefit pension plan, benefit plan, fund (including any superannuation fund) or other similar program that, under the
requirements of law of any jurisdiction other than the United States, is required to be funded through a trust or other funding
vehicle (other than a trust or funding vehicle or any of the foregoing sponsored or maintained exclusively by a Governmental Authority)
and is directly sponsored and maintained by a Loan Party primarily for the benefit of its employees who are employed and residing
outside the United States.


 


“Foreign Subsidiary”
means any Subsidiary of the Parent Borrower, other than a Domestic Subsidiary.


 


“Funding Date” means
the date on which the conditions specified in Section 4.02 are satisfied (or waived in accordance with Section 9.02).


 


“GAAP” means generally
accepted accounting principles in the United States of America, applied in accordance with the consistency requirements thereof.


 










“Governmental Authority”
means the government of the United States of America, any other nation or any political subdivision thereof, whether state, local,
county, provincial or otherwise, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity
exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government
(including any supra-national body exercising such powers or functions, such as the European Union or the European Central Bank).


 






    17


     


    

 


“GS Bank” means Goldman
Sachs Bank USA, in its individual capacity, and its successors.


 


“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 other obligation; provided that the term “Guarantee”
shall not include endorsements for collection or deposit in the ordinary course of business. The amount, as of any date of determination,
of any Guarantee shall be the principal amount outstanding on such date of Indebtedness or other obligation guaranteed thereby
(or, in the case of (i) any Guarantee the terms of which limit the monetary exposure of the guarantor or (ii) any Guarantee
of an obligation that does not have a principal amount, the maximum monetary exposure as of such date of the guarantor under such
Guarantee (as determined, in the case of clause (i), pursuant to such terms or, in the case of clause (ii), reasonably
and in good faith by a Financial Officer of the Parent Borrower)).


 


“Guarantors” means each
Subsidiary of the Parent Borrower (other than any Excluded Subsidiary), in each case, until any such Subsidiary (other than the
Subsidiary Borrower) is released as a Guarantor in accordance with the Loan Documents.


 


“Hazardous Materials”
means any chemical, material, substance or waste that is prohibited, limited or regulated by or pursuant to any applicable Environmental
Law, including, without limitation, any petroleum products or byproducts and all other hydrocarbons, coal ash, radon gas, asbestos-containing
materials, urea formaldehyde foam insulation, polychlorinated biphenyls, chlorofluorocarbons and all other ozone-depleting substances
or mold.


 






    18


     


    

 


“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) all obligations of such Person under conditional sale or other title retention agreements relating to
property acquired by such Person (excluding trade accounts payable incurred in the ordinary course of business), (d) all
obligations of such Person in respect of the deferred purchase price of property or services (excluding (i) current
accounts payable incurred in the ordinary course of business, (ii) deferred compensation payable to directors, officers
or employees of the Parent Borrower or any Restricted Subsidiary and (iii) any purchase price adjustment or earnout
incurred in connection with an acquisition, except to the extent that the amount payable pursuant to such purchase price
adjustment or earnout is, or becomes, a liability on the balance sheet of the Parent Borrower in accordance with GAAP),
(e) all Capital Lease Obligations and Synthetic Lease Obligations of such Person, (f) all obligations, contingent
or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty, (g) all
obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances, (h) 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 by
such Person (but only to the extent of the lesser of (x) the amount of such Indebtedness and (y) the fair market
value of such property, if such Indebtedness has not been assumed by such Person), (i) net payments that would have to be
made in the event of an early termination in respect of any outstanding Swap Agreement, (j) all obligations of such Persons
with respect to the redemption, repayment or repurchase of Disqualified Stock (excluding accrued dividends) and (k) all
Guarantees by such Person of Indebtedness of others. The Indebtedness of any Person shall include the Indebtedness of any
other Person (including any partnership in which such Person is a general partner) to the extent such Person is liable
therefor by contract, as a matter of law or otherwise as a result of such Person’s ownership interest in or other
relationship with such other Person, except to the extent the terms of such Indebtedness provide that such Person is not
liable therefor. It is acknowledged and agreed that private label and corporate letters of credit issued by the Parent
Borrower or any Subsidiary for the making of payment for the purchase of inventory in the ordinary course of business (and in
respect of which no financial institution is an issuer thereof or has any disbursement obligations thereunder) do not
constitute Indebtedness of the Parent Borrower or such Subsidiary.


 


“Indemnified Taxes” means
(a) all 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 clause (a), all Other Taxes.


 


“Indemnitee” has the
meaning set forth in Section 9.03(b).


 


“Information” has the
meaning set forth in Section 9.12.


 


“Intercreditor Acknowledgment”
means that certain Acknowledgment and Agreement, dated as of the Funding Date, by and among the Administrative Agent, the Pre-Petition
Agent, the ABL Agent and the Pre-Petition ABL Agent, and acknowledged by the Loan Parties.


 


“Intercreditor Agreement”
means the Intercreditor Agreement, dated as of August 21, 2015, among the Pre-Petition Agent, as term collateral agent, the Pre-Petition
ABL Agent, as ABL collateral agent, and acknowledged by the Loan Parties, as may be supplemented and modified by the Intercreditor
Acknowledgment, and as may be further amended, amended and restated, supplemented or otherwise modified and in effect from time
to time.


 





“Interest Election Request”
means a request by the Borrowers to convert or continue a Borrowing in accordance with Section 2.05, which shall be, in the
case of any such written request, in the form of Exhibit E or any other form approved by the Administrative Agent.


 






    19


     


    

 


“Interest Payment Date”
means (a) with respect to any ABR Loan, the first Business Day of each calendar quarter and the Maturity Date applicable to
such ABR Loan and (b) with respect to any Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing
of which such Loan is a part and, in the case of a Eurodollar Borrowing with an Interest Period of more than three months’
duration, such day or days prior to the last day of such Interest Period as shall occur at intervals of three months’ duration
after the first day of such Interest Period and the Maturity Date applicable to such Eurodollar Loan.


 


“Interest Period” means,
with respect to any Eurodollar 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, three or six months (or, with the consent of each Lender participating therein, twelve
months) thereafter, as the Borrowers 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 of the last calendar month
of such Interest Period. 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. For the avoidance of
doubt, no Interest Period shall extend beyond the Maturity Date.


 


“Interpolated Screen Rate”
means, with respect to any Eurodollar Borrowing for any Interest Period, a rate per annum which results from interpolating
on a linear basis between (a) the Screen Rate for the longest maturity for which a Screen Rate is available that is shorter
than such Interest Period and (b) the Screen Rate for the shortest maturity for which a Screen Rate is available that is longer
than such Interest Period, in each case at 11:00 a.m., London time, two Business Days prior to the commencement of such Interest
Period.


 


“Investment” means, with
respect to a specified Person, any direct or indirect acquisition or investment by such Person in any other Person, in the form
of (a) the purchase or other acquisition (including without limitation by merger or otherwise) of Equity Interests or debt or other
securities of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of Indebtedness of, or purchase
or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint
venture interest in such other Person or (c) the purchase or other acquisition (in one transaction or a series of transactions,
including without limitation by merger or otherwise) of all or substantially all of the property and assets or business of another
Person or assets constituting a business unit, division, product or line of business of such Person. For purposes of covenant compliance,
the amount of any Investment at any time shall be the amount actually invested (measured at the time made), without adjustment
for subsequent changes in the value of such Investment, net of any cash return representing a return of capital with respect to
such Investment.


 


“IRS” means the United
States Internal Revenue Service.


 






    20


     


    

 


“Lenders” means the Persons
listed on Schedule 2.01 and any other Person that shall have become a party hereto pursuant to an Assignment and Assumption,
other than any such Person that shall have ceased to be a party hereto pursuant to an Assignment and Assumption.


 


“LIBO Rate” means, with
respect to any Eurodollar Borrowing for any Interest Period, a rate per annum equal to the London interbank offered rate
as administered by the ICE Benchmark Administration (or any other Person that takes over the administration of such rate) for deposits
in dollars (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period as displayed
on the applicable Bloomberg screen page that displays such rate (or, in the event such rate does not appear the applicable Bloomberg
screen page, on the appropriate page of such other information service that publishes such rate as shall be selected by the Administrative
Agent from time to time in its reasonable discretion) at 11:00 a.m., London time, two Business Days prior to the commencement
of such Interest Period (the “Screen Rate”). If no Screen Rate shall be available for a particular Interest
Period but Screen Rates shall be available for maturities both longer and shorter than such Interest Period, then the LIBO Rate
for such Interest Period shall be the Interpolated Screen Rate. Notwithstanding the foregoing, if the LIBO Rate, determined as
provided above in this definition, would be less than zero, the LIBO Rate shall for all purposes of this Agreement be zero.


 


“Lien” means, with respect
to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, charge, security interest or other encumbrance
in, on or of such asset and (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.


 


“Liquidity” means, at
any time, the sum of, without duplication, (a) Availability (as defined in the Pre-Petition ABL Credit Agreement as in effect on
the date hereof or, to the extent applicable, the ABL Credit Agreement as in effect on the Funding Date), (b) unrestricted cash
and cash equivalents of the Parent Borrower and its Restricted Subsidiaries that would be reflected on a consolidated balance sheet
of the Parent Borrower in accordance with GAAP on such date (other than the cash proceeds of any Indebtedness being incurred on
such date) and (c) cash and cash equivalents of the Parent Borrower and its Restricted Subsidiaries (excluding, for the avoidance
of doubt, Eligible Pledged Cash (as defined in the Pre-Petition ABL Credit Agreement as in effect on the date hereof or, to the
extent applicable, the ABL Credit Agreement, as in effect on the Funding Date) to the extent duplicative) that are restricted in
favor of the Administrative Agent or any Lender (or, the Pre-Petition ABL Agent or, to the extent applicable, the ABL Agent, for
the benefit of the Administrative Agent pursuant to the Intercreditor Agreement) (which cash and cash equivalents may also secure
other Indebtedness together with the Loan Document Obligations).


 


“Loan
Document Obligations” means all unpaid principal of and accrued and unpaid interest on the Loans, all accrued and
unpaid fees, premiums (including the Redemption Premium, if any) and all expenses, reimbursements, indemnities and other
obligations of the Loan Parties to any Lender, the Administrative Agent, or any Indemnitee arising under the Loan Documents,
whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now
existing or hereafter arising and including interest, fees, premiums (including the Redemption Premium, if any), costs,
expenses and indemnities that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any
proceeding under any bankruptcy or insolvency laws naming such Person as the debtor in such proceeding, regardless of whether
such interest, fees, premiums (including the Redemption Premium, if any), costs, expenses and indemnities are allowed claims
in such proceeding.


 






    21


     


    

 


“Loan Documents” means
this Agreement, the Commitment Letter, the Collateral Agreement, the Control Agreement with respect to the DIP Accounts, the other
Collateral Documents, the Intercreditor Agreement, the Intercreditor Acknowledgment, the Administrative Agent Fee Letter, the Order
and, except for purposes of Section 9.02, any promissory notes delivered pursuant to Section 2.07(e).


 


“Loan Parties” means
the Borrowers and the Guarantors.


 


“Loans” means the loans
made by the Lenders to the Borrowers pursuant to this Agreement.


 


“Luxembourg IP Subsidiary”
means each of (i) AnnTaylor Loft GP Lux S.à.rl. and (ii) AnnTaylor Loft Borrower Lux SCS.


 


“Material Adverse Effect”
means a material adverse effect on (a) the results of operations, assets, business or financial condition of the Parent Borrower
and the Restricted Subsidiaries, taken as a whole, excluding in any event (i) the effect of filing the Cases, the events and conditions
leading up to and customarily resulting from the commencement and continuation of the Cases, the effects thereof and any action
required to be taken under the Loan Documents or the Order and the Cases themselves, (ii) any matters publicly disclosed prior
to the filing of the Cases and (iii) any matters or transactions disclosed, contemplated or required to be taken in any “first
day” or “second day” orders, motions related thereto or in any supporting declarations thereof, (b) the
ability of the Loan Parties to perform any of their monetary obligations under the Loan Documents to which it is a party or (c) the
rights of or benefits available to the Administrative Agent or the Lenders under the Loan Documents; provided that in determining
whether a “material adverse effect” has occurred or exists under clause (a) hereof, the impacts of COVID-19 on the
results of operations, assets, business or financial condition of the Parent Borrower and the Restricted Subsidiaries will be disregarded
(provided that this exception shall not apply to the extent that it is materially disproportionately adverse to the Parent Borrower
and its Restricted Subsidiaries, taken as a whole, as compared to other companies in the same industry in which the Parent Borrower
and its Restricted Subsidiaries operate).


 


“Material
Indebtedness” means Indebtedness (other than the Loans and Guarantees under the Loan Documents), or obligations in
respect of one or more Swap Agreements, of any one or more of the Parent Borrower and the Subsidiaries in an aggregate
principal amount exceeding $10,000,000. For purposes of determining Material Indebtedness, the “principal amount”
of the obligations of the Parent Borrower or any Restricted Subsidiary in respect of any Swap Agreement at any time shall be
the maximum aggregate amount (giving effect to any netting agreements) that the Parent Borrower or such Restricted Subsidiary
would be required to pay if such Swap Agreement were terminated at such time.


 






    22


     


    

 


“Maturity Date” means
the date that is the earliest of (i) six months after the Effective Date, (ii) the date of the substantial consummation (as defined
in Section 1101(2) of the Bankruptcy Code) of an Acceptable Plan, (iii) the date the Court converts any of the Cases to a Chapter
7 case, (iv) the date the Court dismisses any of the Cases, (v) the date on which the Loan Parties consummate a sale of all
or substantially all of the assets of the Loan Parties pursuant to section 363 of the Bankruptcy Code or otherwise, and (vi) such
earlier date on which the Loans shall become due and payable by acceleration or otherwise in accordance with the terms of this
Agreement and the other Loan Documents.


 


“Maximum Rate” has the
meaning set forth in Section 9.15.


 


“MNPI” means material
information concerning the Parent Borrower, any Subsidiary or any Affiliate of any of the foregoing or their securities that has
not been disseminated in a manner making it available to investors generally, within the meaning of Regulation FD under the Securities
Act and the Exchange Act. For purposes of this definition, “material information” means information concerning the
Parent Borrower or its Subsidiaries, or any of their respective securities, that would reasonably be expected to be material for
purposes of the United States federal and state securities laws.


 


“Moody’s” means
Moody’s Investors Service, Inc., and any successor to its rating agency business.


 


“Multiemployer Plan”
means a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA that is or was, during the past six years, maintained
or sponsored by any Loan Party or ERISA Affiliate or to which any Loan Party or any ERISA Affiliate makes or is obligated to make
contributions, or during the past six years has made or been obligated to make contributions, in each case, if a liability to a
Loan Party remains outstanding.


 


“Net
Proceeds” means, with respect to any event, (a) the cash (which term, for purposes of this definition, shall
include Cash Equivalents) proceeds (including, in the case of any casualty, condemnation or similar proceeding, insurance,
condemnation or similar proceeds) received in respect of such event, including any cash received in respect of any noncash
proceeds, but only as and when received, net of (b) the sum, without duplication, of (i) all actual fees and
out-of-pocket expenses paid in connection with such event by the Parent Borrower and the Restricted Subsidiaries to Persons
that are not Affiliates of the Parent Borrower or any Restricted Subsidiary, (ii) in the case of a sale, transfer or
other disposition (including pursuant to a Sale/Leaseback Transaction or a casualty or a condemnation or similar proceeding)
of an asset, the amount of all payments required to be made by the Parent Borrower and the Restricted Subsidiaries as a
result of such event to repay Indebtedness (other than Loans and Indebtedness under the ABL Credit Agreement) secured by such
asset on a basis prior to the Liens, if any, on such assets securing the Loan Document Obligations and (iii) the amount
of all taxes paid (or reasonably estimated to be payable) by the Parent Borrower and the Restricted Subsidiaries, and the
amount of any reserves established by the Parent Borrower and the Restricted Subsidiaries in accordance with GAAP to fund
purchase price adjustment, indemnification and similar contingent liabilities (other than any earnout obligations) reasonably
estimated to be payable, in each case during the year that such event occurred or the next succeeding year and that are
directly attributable to the occurrence of such event (as determined reasonably and in good faith by the chief financial
officer of the Parent Borrower). For purposes of this definition, in the event any contingent liability reserve established
with respect to any event as described in clause (b)(iii) above shall be reduced, the amount of such reduction shall,
except to the extent such reduction is made as a result of a payment having been made in respect of the contingent
liabilities with respect to which such reserve has been established, be deemed to be receipt, on the date of such reduction,
of cash proceeds in respect of such event.


 






    23


     


    

 


“New Money Commitment”
means as to each Lender, its obligation to make a New Money Loan to Borrowers hereunder, expressed as an amount representing the
maximum principal amount of New Money Loans to be made by such Lender under this Agreement, as such commitment may be reduced or
increased from time to time pursuant to assignments by or to such Lender pursuant to an Assignment and Assumption substantially
in the form of Exhibit A hereto. The amount of each Lender’s New Money Commitment is set forth on Schedule 2.01 under
the caption “New Money Loans” or, otherwise, in the Assignment and Assumption pursuant to which such Lender shall have
assumed its New Money Commitment, as the case may be. The aggregate amount of the New Money Commitments on the date hereof is $150
million.


 


“New Money Loans” means
the loans made pursuant to Section 2.01(a).


 


“OFAC” means the United
States Treasury Department Office of Foreign Assets Control.


 


“Order” means the order
of the Court entered in the Cases after a final hearing under Bankruptcy Rule 4001(c)(2) or such other procedures as approved by
the Court, which order shall be satisfactory in form and substance to the Required Lenders, and from which no appeal or motion
to reconsider has been timely filed, or if timely filed, such appeal or motion to reconsider has been dismissed or denied with
no further appeal and the time for filing such appeal has passed (unless Administrative Agent waives such requirement), together
with all extensions, modifications, and amendments thereto, in form and substance satisfactory to the Required Lenders, which,
among other matters but not by way of limitation, authorizes the Loan Parties to obtain credit, incur (or guaranty) Indebtedness,
and grant Liens under this Agreement and the other Loan Documents, as the case may be, and provides for the super-priority of the
Administrative Agent’s and the Lenders’ claims.


 


“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 Tax (other than connections 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 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 any Loan Document or 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, excluding
any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant
to Section 2.17).


 






    24


     


    

 


“Parent Borrower” has
the meaning set forth in the introductory paragraph hereto.


 


“Participant Register”
has the meaning set forth in Section 9.04(c)(ii).


 


“Participants” has the
meaning set forth in Section 9.04(c)(i).


 


“Patriot Act” means the
Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III
of Pub.L. No. 107-56 (signed into law October 26, 2001)).


 


“PBGC” means the Pension
Benefit Guaranty Corporation referred to and defined in ERISA.


 


“Permitted Encumbrances”
means:


 


(a)              
Liens imposed by law for Taxes that are not yet delinquent or are being contested in compliance with Section 5.06;


 


(b)              
carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens imposed
by law (other than any Lien imposed pursuant to Section 430(k) of the Code or Section 303(k) of ERISA or a violation
of Section 436 of the Code), arising in the ordinary course of business and securing obligations that are not overdue by more
than 30 days or are being contested in compliance with Section 5.06;


 


(c)              
pledges and deposits made (i) in the ordinary course of business in compliance with workers’ compensation, unemployment
insurance and other social security laws or regulations and (ii) in respect of letters of credit, bank guarantees or similar
instruments issued for the account of the Parent Borrower or any Restricted Subsidiary in the ordinary course of business supporting
obligations of the type set forth in clause (i) above or reimbursement or indemnification obligations to insurance carriers
providing property, casualty or liability insurance to the Parent Borrower and its Restricted Subsidiaries;


 


(d)              
pledges and deposits made to secure the performance of bids, trade contracts (other than Indebtedness for borrowed money),
leases (other than Capital Lease Obligations), 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 (k) of Article VII;


 


(f)                easements,
zoning restrictions, rights-of-way, site plan agreements, development agreements, operating agreements, cross-easement
agreements, reciprocal easement agreements and other encumbrances and exceptions to title on real property that do not secure
any monetary obligations and do not materially detract from the value of the affected property or materially interfere with
the ordinary conduct of business of the Parent Borrower or any Restricted Subsidiary or the ordinary operation of such real
property;


 






    25


     


    

 


(g)              
customary rights of setoff upon deposits of cash in favor of banks and other depository institutions and Liens of a collecting
bank arising under the UCC in respect of payment items in the course of collection;


 


(h)              
Liens arising from precautionary UCC financing statement filings (or similar filings under applicable law) regarding operating
leases or consignments, in each case arising in the ordinary course of business;


 


(i)                
Liens representing any interest or title of a licensor, lessor or sublicensor or sublessor, or a licensee, lessee or sublicensee
or sublessee, in the property subject to any lease (other than Capital Lease Obligations), license or sublicense or concession
agreement permitted by this Agreement;


 


(j)                
Liens arising in the ordinary course of business in favor of custom and forwarding agents and similar Persons in respect
of imported goods and merchandise in the custody of such Persons;


 


(k)              
Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection
with the importation of goods;


 


(l)                
Liens or rights of setoff against credit balances of the Parent Borrower or any Restricted Subsidiary with credit card issuers
or credit card processors to secure obligations of the Parent Borrower or such Restricted Subsidiary, as the case may be, to any
such credit card issuer or credit card processor incurred in the ordinary course of business as a result of fees and chargebacks;


 


(m)            
Liens on Equity Interests of any joint venture (i) securing obligations of such joint venture or (ii) pursuant to the relevant
joint venture agreement, in each case in existence on or prior to the Petition Date; and


 


(n)              
other Liens that are contractual rights of set-off;


 


provided that the term “Permitted Encumbrances”
shall not include any Lien securing Indebtedness, other than Liens referred to in clause (c) above securing letters of credit,
bank guarantees or similar instruments.


 


“Permitted
Investor” means David Jaffe (or any member of his family that is actively involved in the management of the Parent Borrower).


 


“Permitted Variance”
means, any variance that does not violate Section 6.12(b).


 


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


 


“Petition Date” has the
meaning set forth in the Recitals.


 






    26


     


    

 





“Plan” means any “employee
pension benefit plan,” as defined in Section 3(2) of ERISA (other than a Multiemployer Plan or Foreign Plan), (a) that
is subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and (b) (i)
in respect of which any Loan Party 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 and/or (ii) that is or was, within the
past six years, maintained or sponsored by any Loan Party or ERISA Affiliate or to which any Loan Party or ERISA Affiliate makes
or is obligated to make contributions, or during the past six years, has made or been obligated to make contributions, in each
case of (ii) if a liability to a Loan Party remains outstanding.


 


“Plan of Reorganization”
means a plan of reorganization with respect to the Loan Parties and their Subsidiaries pursuant to the Cases.


 


“Platform” has the meaning
set forth in Section 9.01(d).


 


“Pre-Petition ABL Agent”
means JPMorgan Chase Bank, N.A., as administrative agent under the Pre-Petition ABL Credit Agreement.


 


“Pre-Petition ABL Credit Agreement”
means the Amended and Restated ABL Credit Agreement, dated as of August 21, 2015, among the Parent Borrower, the borrowing subsidiaries
party thereto, the other loan parties party thereto, the lenders party thereto and the Pre-Petition ABL Agent, as amended, restated,
supplemented, modified, renewed, refunded, replaced (whether at maturity or thereafter) or refinanced from time to time in one
or more agreements (in each case with the same or new agents, lenders or institutional investors), including any agreement adding
or changing the borrower or any guarantor or extending the maturity thereof or otherwise restructuring all or any portion of the
Indebtedness thereunder or increasing the amount loaned or issued thereunder or altering the maturity thereof, in each case, through
the Petition Date.


 


“Pre-Petition Agent”
means GS Bank, in its capacity as administrative agent under any of the Pre-Petition Loan Documents.


 


“Pre-Petition Credit Agreement”
has the meaning assigned to such term in the Recitals.


 


“Pre-Petition Indebtedness”
means the Indebtedness of the Loan Parties existing prior to the Petition Date and set forth on Schedule 6.01.


 


“Pre-Petition Lenders”
means the lenders under the Pre-Petition Credit Agreement.


 


“Pre-Petition Lender Obligations”
means all “Loan Document Obligations” as defined in the Pre-Petition Credit Agreement.


 


“Pre-Petition Loan Documents”
means the “Loan Documents” as defined in the Pre-Petition Credit Agreement.


 


“Pre-Petition Loans”
means Pre-Petition Lender Obligations in respect of principal of “Loans” under, and as defined in, the Pre-Petition
Credit Agreement and interest, expenses, fees, premium and other sums payable in respect thereof under the Pre-Petition Loan Documents.


 






    27


     


    

 





“Prepayment Event” means:


 


(a)              
any Asset Sale of the type described in clauses (j) and (k) of Section 6.05 unless such disposition results in aggregate
Net Proceeds not exceeding $500,000 for any individual transactions or series of related transactions;


 


(b)              
any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding
of, any asset of the Parent Borrower or any Restricted Subsidiary resulting in aggregate Net Proceeds exceeding $500,000; or


 


(c)              
the incurrence by the Parent Borrower or any Restricted Subsidiary of any Indebtedness, other than any Indebtedness permitted
to be incurred by Section 6.01.


 


“Prime Rate” means the
rate of interest per annum published by The Wall Street Journal, Money Rates Section as the “Prime Rate”, as in effect
from time to time. Each change in the Prime Rate shall be effective from and including the date such change is published. If the
Wall Street Journal ceases publication of such rate, in such other nationally recognized financial publication of general circulation
as the Administrative Agent may designate based on the Administrative Agent’s reasonable determination that the rate so published
is comparable to the “Prime” rate published in the Wall Street Journal.


 


“Private Side Lender Representatives”
means, with respect to any Lender, representatives of such Lender that are not Public Side Lender Representatives.


 


“Public Side Lender Representatives”
means, with respect to any Lender, representatives of such Lender that do not wish to receive MNPI.


 


“Recipient” means the
Administrative Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation of any Loan
Party hereunder or under any other Loan Document.


 


“Redemption Premium”
has the meaning set forth in Section 2.09(e).


 


“Register” has the meaning
set forth in Section 9.04(b)(v).


 


“Related Lender” means
with respect to any Person, an Affiliate or any fund, account or investment vehicle that is controlled, managed, advised or sub-advised
by such Person, an Affiliate or the same investment manager, advisor or sub-advisor as such Person or an Affiliate of such investment
manager, advisor or sub-advisor.


 


“Related Parties” means,
with respect to any specified Person, such Person’s Affiliates and the directors, officers, partners, members, trustees,
employees, agents, administrators, managers, representatives and advisors of such Person and of such Person’s Affiliates.


 


“Release” means any release,
spill, emission, leaking, dumping, injection, pouring, deposit, disposal, discharge, dispersal, leaching or migration into or through
the Environment or within or upon any building, structure, facility or fixture.


 






    28


     


    

 





“Required Lenders” means,
at any time, Lenders having aggregate Loans (or, prior to the borrowing hereunder on the date hereof, Commitments) representing
more than 50.01% of the aggregate principal amount of the Loans (or, prior to the borrowing hereunder on the date hereof, the aggregate
Commitments) at such time.


 


“Required Milestones”
means the covenants set forth on Schedule 5.11.


 


“Restricted Payment”
means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interests in
the Parent Borrower or any Restricted Subsidiary, or any payment or distribution (whether in cash, securities or other property),
including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, exchange, conversion,
cancellation or termination of any Equity Interests in the Parent Borrower or any Restricted Subsidiary.


 


“Restricted Subsidiary”
means any Subsidiary of the Parent Borrower.


 


“Restructuring Support Agreement”
or “RSA” means that certain Restructuring Support Agreement, dated as of July 23, 2020, executed and delivered
by the Loan Parties and the other parties thereto, as such agreement may be amended, supplemented or otherwise modified from time
to time in accordance with the terms thereof.


 


“Roll-up Loans” are the
loans made pursuant to Section 2.01(b).


 


“Roll-up Loans
Commitment” means, as to each Lender, its obligation to make a Loan to the Borrower pursuant to Section 2.01(b) in an
aggregate principal amount not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01 (as updated from
time to time within 2 days of the Effective Date) under the caption “Roll-up Loans Commitment”, as applicable. The
aggregate amount of the Roll-up Loans Commitment on the date hereof is $162,342,704.17, which amount shall (i) comprise a roll-up
and refinancing of the Pre-Petition Loans (including accrued but unpaid interest) approved pursuant to the Order and (ii) be deemed
funded by the Lenders pursuant to Section 2.01.


 


“S&P” means Standard &
Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and any successor to its rating agency business.


 


“Sale/Leaseback Transaction”
means an arrangement relating to property owned by the Parent Borrower or any Restricted Subsidiary whereby the Parent Borrower
or such Restricted Subsidiary sells or transfers such property to any Person and the Parent Borrower or any Restricted Subsidiary
leases such property, or other property that it intends to use for substantially the same purpose or purposes as the property sold
or transferred, from such Person or its Affiliates.


 


“Sanctioned Country”
means, at any time, a country, region or territory which is itself the subject or target of any Sanctions.


 


“Sanctioned
Person” means, at any time, (a) any Person listed in any Sanctions-related list of Designated Persons maintained by
OFAC, the U.S. Department of State, or by the United Nations Security Council, the European Union or any EU member state, (b)
any Person operating, organized or resident in a Sanctioned Country or (c) any Person owned or controlled by any Person or
Persons described in the preceding clauses (a) and (b).


 






    29


     


    

 


“Sanctions” means 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,
or (b) the United Nations Security Council, the European Union or Her Majesty’s Treasury of the United Kingdom.


 


“Screen Rate” has the
meaning assigned to it in the definition of “LIBO Rate.”


 


“SEC” means the United
States Securities and Exchange Commission.


 


“Secured Parties” means
(a) the Administrative Agent, (b) [reserved], (c) the Lenders, (d) the beneficiaries of each indemnification obligation undertaken
by any Loan Party under any Loan Document and (e) the permitted successors and assigns of the foregoing.


 


“Securities Act” means
the United States Securities Act of 1933.


 


“Specified Dispositions”
means (i) the closure, sale, transfer or disposition of the Loan Parties’ or their Subsidiaries’ stores, leases, warehouses,
distribution centers and other real property (and all fixtures and equipment in each case in connection therewith), (ii) bulk sales
or other dispositions of inventory or equipment of the Loan Parties’ or their Subsidiaries’ and (iii) termination of
leases, licenses, subleases or sublicenses, in each case, in connection therewith; provided that such Specified Dispositions are
identified in writing by the Parent Borrower to the Required Lenders and agreed to by the Required Lenders, in their reasonable
discretion on or prior to the Effective Date and as may be updated, supplemented or modified from time to time, as agreed to by
the Required Lenders in their reasonable discretion.


 


“Specified Indebtedness”
means any Subordinated Indebtedness and any unsecured Indebtedness or any secured Indebtedness that is not secured on a pari passu
basis with the Loan Document Obligations; provided that, Indebtedness under the ABL Credit Agreement, to the extent applicable,
shall constitute Specified Indebtedness solely for purposes of Section 6.08(c).


 


“Statutory Reserve Rate”
means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number
one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves),
expressed as a decimal, established by the Board of Governors to which the Administrative Agent is subject for eurocurrency funding
(currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board of Governors). Such reserve
percentages shall include those imposed pursuant to such Regulation D. 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 such Regulation D or any comparable regulation. The Statutory Reserve Rate
shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.


 





“Subordinated Indebtedness”
of a Person means any Indebtedness of such Person which is subordinated in right of payment to the Loan Document Obligations.


 






    30


     


    

 



 


“subsidiary” means, with
respect to any Person (the “parent”) at any date, (a) any Person 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 and (b) any other Person (i) of which Equity Interests representing more than 50%
of the equity value 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, or (ii) that is, as of such date, otherwise Controlled,
by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.


 


“Subsidiary” means any
direct or indirect subsidiary of the Parent Borrower (including, for the avoidance of doubt, the Subsidiary Borrower).


 


“Subsidiary Borrower”
has the meaning set forth in the introductory paragraph hereto.


 


“Swap Agreement” means
any agreement with respect to any swap, forward, future 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 Parent Borrower or any Subsidiary shall be a Swap Agreement.


 


“Synthetic Lease” means,
as to any Person, any lease (including leases that may be terminated by the lessee at any time) of any property (whether real,
personal or mixed) (a) that is accounted for as an operating lease under GAAP and (b) in respect of which the lessee
retains or obtains ownership of the property so leased for US federal income tax purposes, other than any such lease under which
such Person is the lessor.


 


“Synthetic Lease Obligations”
means, as to any Person, an amount equal to the sum, without duplication, of (a) the obligations of such Person to pay rent
or other amounts under any Synthetic Lease which are attributable to principal and (b) the amount of any purchase price payment
under any Synthetic Lease assuming the lessee exercises the option to purchase the leased property at the end of the lease term.
For purposes of Section 6.02, a Synthetic Lease Obligation shall be deemed to be secured by a Lien on the property being leased
and such property shall be deemed to be owned by the lessee.


 


“Taxes” means all present
or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges
imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.


 


“Term Credit Facility”
has the meaning set forth in the Recitals.


 


“Term Lender” means a
Lender with a Commitment or an outstanding Term Loan.


 






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“Term Loan” means a Loan
made pursuant to Section 2.01.


 


“Term Priority Collateral”
has the meaning set forth in the Intercreditor Agreement.


 


“Transactions” means
(a) the execution, delivery and performance by the Loan Parties of this Agreement, the borrowing of the Term Loans and the
use of the proceeds thereof, (b) to the extent applicable, the execution, delivery and performance by the Loan Parties of
the ABL Credit Agreement, (c)  the creation and perfection of the security interests provided for in the Collateral Documents,
and (d)  the payment of all fees, commissions, costs and expenses in connection with the foregoing.


 


“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 LIBO Rate or the Alternate Base Rate.


 


“UCC” means the Uniform
Commercial Code as in effect from time to time in the State of New York or any other state the laws of which are required to be
applied in connection with the perfection of security interests created by the Collateral Documents.


 


“U.S. Person” means a
 “United States person” within the meaning of Section 7701(a)(30) of the Code.


 


“U.S. Tax Compliance Certificate”
has the meaning set forth in Section 2.15(e)(ii)(B)(3).


 


“U.S. Trustee” means
the United States Trustee applicable in the Cases.


 


“Variance Report” shall
have the meaning assigned to such term in Section 5.01(g).


 


“Variance Report Date”
shall have the meaning assigned to such term in Section 5.01(g).


 


“Variance Testing Period”
shall mean the four-week calendar period up to and through the Saturday of the week most recently ended prior to the applicable
Variance Report Date (provided that, the first Variance Testing Period shall include the entire period from the Petition Date through
the Saturday of the week most recently ended prior to the applicable Variance Testing Period).


 


“wholly-owned” when used
in reference to a subsidiary of any Person, means that all the Equity Interests in such subsidiary (other than directors’
qualifying shares and other nominal amounts of Equity Interests that are required to be held by other Persons under applicable
law) are owned, beneficially and of record, by such Person, another wholly-owned subsidiary of such Person or any combination thereof.


 


“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, 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.


 






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Section 1.02.      Classification
of Loans and Borrowings. For purposes of this Agreement, Loans and Borrowings may be classified and referred to by Type.


 


Section 1.03.      Terms
Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever
the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,”
 “includes” and “including” shall be deemed to be followed by the phrase “without limitation.”
The word “will” shall be construed to have the same meaning and effect as the word “shall.” The words
 “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and
all real and personal, tangible and intangible assets and properties, including cash, securities, accounts and contract rights.
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, writs and decrees, of all Governmental Authorities. Except as otherwise provided herein and unless the
context requires otherwise, (a) any definition of or reference to any agreement, instrument or other document (including
this Agreement and the other Loan Documents) shall be construed as referring to such agreement, instrument or other document as
from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, 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), and all references to any statute shall be construed as referring to all rules, regulations, rulings and official interpretations
promulgated or issued thereunder, (c) any reference herein to any Person shall be construed to include such Person’s
successors and permitted assigns (subject to any restrictions on assignment 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 and (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.


 






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Section 1.04.      Accounting
Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature used herein
shall be construed in accordance with GAAP as in effect from time to time; provided that (a) if the Parent
Borrower notifies the Administrative Agent in writing (including via e-mail) that the Borrowers request an amendment to any
provision hereof to eliminate the effect of any change occurring after the Effective Date in GAAP or in the application
thereof on the operation of such provision (or if the Administrative Agent notifies the Borrowers that the Required 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; provided that the Borrowers, on the one hand, and the Lenders, on the
other hand, agree to negotiate in good faith with respect to any proposed amendment to eliminate or adjust for the effect of
any such change in GAAP; and (b) 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,
without giving effect to (i) any election under Statement of Financial Accounting Standards 159, The Fair Value
Option for Financial Assets and Financial Liabilities, or any successor thereto (including pursuant to the Accounting
Standards Codification), to value any Indebtedness of the Parent Borrower or any Restricted Subsidiary at “fair
value,” as defined therein, and (ii) any change in GAAP occurring after July 24, 2015 as a result of the adoption
of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial
Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board
in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying the
right to use) as a capital lease where such lease (or similar arrangement) was not required to be so treated under GAAP as in
effect on July 24, 2015.


 


Section 1.05.      Classification
of Actions. For purposes of determining compliance at any time with the covenants set forth in Section 6.01 and Section 6.02
(or, in each case, any defined terms used therein), in the event that the subject transaction meets the criteria of more than
one of the categories of transactions permitted pursuant to the Sections (or related defined terms) in Section 6.01 and Section
6.02, the Borrowers may, in their sole discretion, classify the applicable transaction (or any portion thereof) under such Section
(or defined term); it being understood that (i) the Borrowers may divide and include such transaction under one or more of the
clauses of such Section (or any relevant portion thereof or of the applicable related defined term) that permit such transaction,
but will not be permitted to later reclassify such transaction and (ii) notwithstanding anything in this Section 1.05 to the contrary
for purposes of this Agreement, (x) Indebtedness incurred under the Pre-Petition ABL Credit Agreement and, to the extent applicable,
the ABL Credit Agreement shall only be permitted to be incurred or be outstanding under Section 6.01(j) and (y) Indebtedness uncured
under the Loan Documents or the Pre-Petition Loan Documents shall only be permitted to be incurred or be outstanding under Section
6.01(a).


 


Section 1.06.      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 on the first date of its existence by the holders of its equity interests at such time.


 






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Article II


 


The
Credits


 


Section 2.01.      Commitments.


 


(a)            Subject to the terms and conditions set forth herein and in the Order, each Lender severally and not jointly agrees to
make, on the Funding Date, Loans to the Borrowers in an aggregate amount not to exceed such Lender’s New Money Commitment.
The New Money Commitments in respect of the New Money Loans shall terminate automatically immediately after the making of the
New Money Loans on the Funding Date. Proceeds of the New Money Loans shall be deposited in the DIP Funding Account and used solely
as permitted herein.


 


(b)            Subject
to the terms and conditions set forth herein and in the Order, each Lender severally and not jointly agrees to roll-up and refinance
a portion of the Pre-Petition Loans held by such Lender immediately prior to the Effective Date for Roll-up Loans in an aggregate
principal amount equal to its Roll-up Loans Commitment, which shall be effected by means of a “cashless roll” by each
such Lender. For the avoidance of doubt, upon the consummation of the “cashless roll”, (i) the Roll-up Loans shall
be deemed funded on the Effective Date, (ii) the Administrative Agent shall record the Roll-up Loans in the Register and (iii)
the Administrative Agent, the Lenders and the Loan Parties each acknowledges and agrees that the Roll-up Loans Commitment shall
expire upon such cashless roll-up of the Roll-up Loans on the Effective Date.


 


Section 2.02.      Loans and Borrowings.


 


(a)            Each
Loan shall be made as part of a Borrowing consisting of Loans of the same Type made by the Lenders ratably in accordance with
their respective Commitments.


 


(b)           Subject
to Section 2.12, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrowers may request
in accordance herewith. 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; 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, such Borrowing shall be in an aggregate principal amount
that is an integral multiple of $1,000,000 and not less than $5,000,000; provided that a Eurodollar Borrowing that results
from a continuation of an outstanding Eurodollar Borrowing may be in an aggregate amount that is equal to such outstanding Borrowing.
At the time that each ABR Borrowing is made, such Borrowing shall be in an aggregate principal amount that is an integral multiple
of $500,000 and not less than $1,000,000. Borrowings of more than one Type may be outstanding at the same time; provided
that there shall not at any time be more than a total of six (or such greater number as may be agreed to by the Administrative
Agent) Eurodollar Borrowings outstanding.


 


(d)           Notwithstanding
any other provision of this Agreement, the Borrowers shall not be entitled to request, or to elect to convert to or continue,
any Eurodollar Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date applicable thereto.


 






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Section 2.03.      Requests
for Borrowings. To request a Borrowing, the Borrowers deliver to the Administrative Agent a Borrowing Request (delivered by
e-mail, hand or facsimile) (a) in the case of a Eurodollar Borrowing, not later than 12:00 p.m., New York City time,
three Business Days before the date of the proposed Borrowing (or, such shorter period of time as may be agreed to by the Administrative
Agent) or (b) in the case of an ABR Borrowing, not later than 12:00 p.m., New York City time, one Business Day before
the date of the proposed Borrowing. Each written Borrowing Request shall specify the following information in compliance with
Section 2.02:


 


(i)             the aggregate amount of such Borrowing;


 


(ii)            the
date of such Borrowing, which shall be a Business Day;


 


(iii)           whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing;


 


(iv)          in
the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated
by the definition of the term “Interest Period”; and


 


(v)           the
location, number of the account and any other wiring information required by the Administrative Agent of the Borrowers to which
funds are to be disbursed.


 


If no election as to the Type of Borrowing
is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested
Eurodollar Borrowing, then the Borrowers 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.      Funding of Borrowings.


 


(a)            Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately
available funds by 2:00 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. Upon receipt of all requested funds, the Administrative Agent will make such Loans available
to the Borrowers by promptly remitting the amounts so received, in like funds, by wire transfer to the DIP Funding Account.


 


(b)            Unless
the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender
will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may
assume that such Lender has made such share available on such date in accordance with paragraph (a) of this Section and may,
but shall have no obligation to, in reliance on such assumption, make available to the Borrowers a corresponding amount. In such
event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the
applicable Lender and the Borrowers severally agree to pay to the Administrative Agent forthwith on demand such corresponding
amount with interest thereon, for each day from and including the date such amount is made available to the Borrowers to but excluding
the date of payment to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of
the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on
interbank compensation or (ii) in the case of a payment to be made by the Borrowers, the interest rate applicable to ABR
Loans. If the Borrowers and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period,
the Administrative Agent shall promptly remit to the Borrowers the amount of such interest paid by the Borrowers for such period.
If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included
in such Borrowing. Any payment by the Borrowers shall be without prejudice to any claim any Borrower may have against a Lender
that shall have failed to make such payment to the Administrative Agent.


 






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Section 2.05.      Interest Elections.


 


(a)            Each
Borrowing initially shall be of the Type and, in the case of a Eurodollar Borrowing, shall have an initial Interest Period as
specified in the applicable Borrowing Request or as otherwise provided in Section 2.03. Thereafter, the Borrowers may elect
to convert such Borrowing to a Borrowing of a different Type or to continue such Borrowing and, in the case of a Eurodollar Borrowing,
may elect Interest Periods therefor, all as provided in this Section. The Borrowers 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.


 


(b)           To
make an election pursuant to this Section, the Borrowers shall notify the Administrative Agent of such election in writing by
delivering (by e-mail, hand delivery or facsimile) an Interest Election Request to the Administrative Agent 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.
Each written Interest Election Request shall specify the following information in compliance with Section 2.02:


 


(i)             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)           whether the resulting Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; and


 


(iv)          if the resulting Borrowing is to be a Eurodollar 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 Eurodollar
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.


 


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


 






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(d)           If
the Borrowers fail to deliver a timely Interest Election Request with respect to a Eurodollar 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 continued as a Eurodollar Borrowing for an additional Interest Period of one month. Notwithstanding any
contrary provision hereof, if an Event of Default has occurred and is continuing with respect to any Borrower, or if any other
Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, has notified
the Borrowers of the election to give effect to this sentence on account of such Event of Default, then, so long as such Event
of Default is continuing, (i) no outstanding Borrowing may be converted to or continued as a Eurodollar Borrowing and (ii) unless
repaid, each Eurodollar Borrowing shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto.


 


Section 2.06.      Termination
of Commitments.


 


(a)              
Unless previously terminated, the Commitments of each Lender shall automatically terminate and permanently reduce to $0
upon the making of such Lender’s Loans pursuant to Section 2.01(a) and (b), as applicable.


 


Section 2.07.      Repayment
of Loans; Evidence of Debt.


 


(a)           The
Borrowers hereby unconditionally, jointly and severally, promise to pay to the Administrative Agent for the account of each Lender
the then unpaid principal amount of each Loan of such Lender as provided in Section 2.08.


 


(b)           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.


 


(c)           The
Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the 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.


 


(d)           The
entries made in the accounts maintained pursuant to paragraph (b) or (c) 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 or the Administrative
Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers to pay any
amounts due hereunder in accordance with the terms of this Agreement. In the event of any conflict between the accounts maintained
pursuant to paragraph (b) or (c) of this Section, the accounts maintained by the Administrative Agent shall, absent manifest error,
control.


 


(e)            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) substantially in the form of Exhibit K attached hereto. 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 payable to the payee named therein (or, if such promissory note is a registered note, to such
payee and its registered assigns).


 






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Section 2.08.      Amortization of Term Loans.


 


(a)            [Reserved]


 


(b)           To
the extent not previously paid, all Term Loans shall be due and payable on the Maturity Date.


 


(c)            [Reserved]


 


(d)           Prior
to any repayment of any Borrowings under this Section, the Borrowers shall notify the Administrative Agent in writing of such
selection not later than 12:00 p.m., New York City time, three Business Days before the scheduled date of such repayment.
Administrative Agent shall promptly notify each Lender of such repayment notification. Each repayment of a Borrowing shall be
applied ratably to the Loans included in the repaid Borrowing. Repayments of Borrowings shall be accompanied by accrued interest
(and premium, if any) on the amounts repaid.


 


Section 2.09.      Prepayment
of Loans.


 


(a)            Subject
to the Order and the Intercreditor Agreement, in the event that any Net Proceeds are received by or on behalf of the Parent Borrower
or any Restricted Subsidiary in respect of an Asset Sale of all or substantially all of the assets of the Company and its Restricted
Subsidiaries, the Borrowers shall, within three Business Days after such Net Proceeds are received, prepay Borrowings in an amount
equal to 100% of such Net Proceeds subject to the requirements of Section 2.09(e), with application to the Loan Document Obligations
set forth in Section 2.09(d) below; provided that any Net Proceeds in respect of ABL Priority Collateral received by the Borrowers
or any Restricted Subsidiary as a result of such Asset Sale shall be applied in accordance with the Order and the Intercreditor
Agreement, as applicable.


 


(b)           Subject
to the Order and the Intercreditor Agreement, in the event and on each occasion that any Net Proceeds are received by or on behalf
of the Parent Borrower or any Restricted Subsidiary in respect of any Prepayment Event (other than an Asset Sale of all or substantially
all of the assets of the Company and its Restricted Subsidiaries), the Borrowers shall, on the day such Net Proceeds are received
(or, in the case of a Prepayment Event described in clause (a) or (b) of the definition of “Prepayment Event,”
within three Business Days after such Net Proceeds are received), be deposited into the Asset Sale Escrow Account and held in
the Asset Sale Escrow Account in accordance with clause (c) below; provided that in the case of a Prepayment Event described in
clauses (a) or (b) of the definition thereof, any Net Proceeds in respect of ABL Priority Collateral received by the Borrowers
or any Restricted Subsidiary as a result of such Prepayment Event shall be applied in accordance with the Order and the Intercreditor
Agreement, as applicable.


 






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(c)            Net
Proceeds received in connection with any Prepayment Event described in clause (a) or (b) of the definition of “Prepayment
Event” (other than an Asset Sale of all or substantially all of the assets of the Company and its Restricted Subsidiaries),
and solely to the extent that such Net Proceeds in respect of the applicable Asset Sale constitute Term Priority Collateral, shall
be deposited into the Asset Sale Escrow Account. Notwithstanding anything to the contrary herein, Net Proceeds of any Asset Sale
held in the Asset Sale Escrow Account may be used solely, (i) prior to the occurrence of the Conversion Date, to prepay the Loan
Document Obligations (including, for the avoidance of doubt, the Redemption Premium) in full in cash (including, for the avoidance
of doubt, on the Maturity Date) and (ii) upon the occurrence of the Conversion Date, as directed by the Borrowers.


 


(d)           Any
optional or mandatory prepayment of Borrowings under this Section, shall be applied to reduce the principal amount of the Term
Loans to be repaid on the Maturity Date. Notwithstanding the foregoing, any Lender may elect, by written notice to the Administrative
Agent by not later than 3:00 p.m. New York City time, two Business Days (or such shorter period as may be established by the Administrative
Agent) prior to the required prepayment date, to decline all or any portion of any prepayment of its Loans pursuant to this Section
(other than an optional prepayment pursuant to paragraph (a) of this Section or a prepayment pursuant to clause (c)
of the definition of “Prepayment Event,” which may not be declined), in which case the aggregate amount of the payment
that would have been applied to prepay Loans but was so declined shall first, be offered to Lenders who did not decline
its pro rata share of the prepayment who may elect by written notice to the Administrative Agent by not later than 3:00 p.m. New
York City time, one Business Day prior to the required prepayment date, to decline all or any portion of such offered prepayment
amount and second, if declined by such Lenders, may be retained by the Borrowers and shall constitute “Declined
Proceeds.” For the avoidance of doubt, a Lender shall be deemed to have accepted any prepayment amount offered under
this paragraph (d) if such Lender does not deliver a written notice to the Administrative Agent rejecting such prepayment amount
in accordance with this paragraph (d).


 


(e)            In
the event that all or any portion of the Loans are repaid or prepaid as a result of (i) [reserved], (ii) a mandatory prepayment
pursuant to Section 2.09(a), solely as a result of an Asset Sale of all or substantially all of the assets of the Parent Borrower
and its Restricted Subsidiaries (which, for the avoidance of doubt, includes the “Premium” and “Lane Bryant”
business lines) or (iii) the repayment of the Loans on the Maturity Date, in each case prior to or without the occurrence of the
Conversion Date, such repayments or prepayments will include a premium in an aggregate amount equal to 11.23% of the amount of
the loans so prepaid or repaid (the foregoing premium, the “Redemption Premium”).


 


(f)            The
Borrowers shall notify the Administrative Agent in writing of any optional prepayment and, to the extent practicable, any mandatory
prepayment hereunder by Borrowing, not later than 12:00 p.m., New York City time, three Business Days before the date of such
prepayment. Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount of each Borrowing
or portion thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of
such prepayment; provided that a notice of prepayment of Borrowings pursuant to paragraph (a) of this Section may
state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may
be revoked by the Parent Borrower (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such
condition is not satisfied. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of
the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an
advance of a Borrowing of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount
of a mandatory prepayment. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing.
Prepayments shall be accompanied by accrued interest as required by Section 2.11.


 






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(g)           Notwithstanding
any provisions of this Section 2.09 to the contrary, if any prepayment would otherwise be required to be made pursuant to clause
(b) of this Section 2.09, solely as it relates to the portion of such Net Proceeds generated outside of the United States, so
long as (x) the applicable local law will not permit repatriation of such Net Proceeds to the United States or (y) material adverse
tax consequences to the Parent Borrower or any of its Subsidiaries would result from such repatriation, such Net Proceeds so
affected shall not be required to be included in the mandatory prepayments referred to in such clause (b).


 


Section 2.10.      Closing
Payments, Premiums and Fees.


 


(a)           The
Borrowers agree, jointly and severally, to pay (or cause to be paid) on the Funding Date to each Lender, a closing payment in
an amount equal to 2.50% of the aggregate principal amount of such Lender’s New Money Loan, which such payment may be treated
as original issue discount. The premium referenced in this clause (a) shall be fully earned on the Effective Date and due and
payable in full on the date set forth above.


 


(b)           The
Borrowers agree, jointly and severally, to pay (i) to the Administrative Agent, for its own account, fees and expenses in the
amounts and payable at the times and in the manner set forth in the Administrative Agent Fee Letter, (ii) to the Backstop Lenders,
for their own account, premiums in amounts and payable at the times separately agreed upon in the Commitment Letter and (iii)
to the Lenders, for their own account, premiums in amounts and payable at the times separately agreed upon in the RSA.


 


(c)           All
amounts payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent for
distribution, in the case of closing payments, to the Term Lenders entitled thereto. Amounts paid shall not be refundable
under any circumstances (absent manifest error in the amount paid).


 


Section 2.11.      Interest.


 


(a)            The
Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable Rate.


 


(b)           The
Loans comprising each Eurodollar Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for
such Borrowing plus the Applicable Rate.


 






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(c)            During
the continuance of an Event of Default (i) under clauses (a) or (b) of Article VII, the Borrowers shall pay interest on
such past due amounts (after giving effect to any applicable grace period) owing by the Borrowers hereunder at a fluctuating interest
rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable laws and (ii) under any other
clause of Article VII, the Borrowers shall pay interest on all outstanding Loan Document Obligations owing by the Borrowers hereunder
at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable
laws. Accrued and unpaid interest on such amounts (including interest on past due interest) shall be due and payable upon written
demand.


 


(d)           Accrued
interest on each Loan (for ABR Loans, accrued through the last day of the prior calendar quarter) shall be payable in arrears
on each Interest Payment Date for such Loan; provided that (i) interest accrued pursuant to paragraph (c) of
this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan, 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 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.


 


(e)            All
interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the
Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year
of 365 days (or 366 days in a leap year), 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 or Adjusted LIBO Rate shall be determined by the
Administrative Agent, and such determination shall be conclusive absent manifest error.


 


Section 2.12.      Alternate
Rate of Interest. (i) If prior to the commencement of any Interest Period for a Eurodollar Borrowing:


 


(a)            the
Administrative Agent determines in good faith (which determination shall be conclusive absent manifest error) that adequate and
reasonable means do not exist for ascertaining the Adjusted LIBO Rate for such Interest Period; or


 


(b)           the
Administrative Agent is advised in writing by the Required Lenders that the Adjusted LIBO Rate for such Interest Period will not
adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Eurodollar Borrowing
for such Interest Period;


 


then the Administrative Agent shall give notice thereof to the
Borrowers and the Lenders as promptly as practicable and, until the Administrative Agent notifies the Borrowers and the Lenders
that the circumstances giving rise to such notice no longer exist (which notification shall be made promptly after the Administrative
Agent obtains knowledge of the cessation of such circumstances), (i) any Interest Election Request that requests the conversion
of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective, and such Borrowing shall
be continued as an ABR Borrowing, and (ii) any Borrowing Request for a Eurodollar Borrowing shall be treated as a request
for an ABR Borrowing.


 






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(ii) If at any time the Administrative Agent
determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in paragraph (i)(a)
of this Section have arisen (including because the Screen Rate is not available or published on a current basis) and such circumstances
are unlikely to be temporary or (ii) the circumstances set forth in paragraph (i)(a) of this Section have not arisen but the supervisor
for the administrator of the Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made
a public statement identifying a specific date after which the Screen Rate shall no longer be used for determining interest rates
for loans, then the Administrative Agent and the Company shall endeavor to establish an alternate rate of interest to the Adjusted
LIBO Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated
loans denominated in dollars in the United States at such time, and the Administrative Agent and the Company shall enter into an
amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may
be applicable; provided that if such alternate rate of interest shall be less than 1.00%, such rate shall be deemed to be
1.00% for all purposes of this Agreement. Such amendment shall become effective with the prior consent of the Required Lenders
and without any further action or consent of any other party to this Agreement. Until an alternate rate of interest shall be determined
in accordance with this paragraph (but, in the case of the circumstances described in clause (ii) above, only to the extent the
Screen Rate for such Interest Period is not available or published at such time on a current basis), (x) any Interest Election
Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Term Loan Borrowing
shall be ineffective, and such Borrowing shall be continued as an ABR Term Loan Borrowing, and (y) any Borrowing Request for a
Eurodollar Term Loan Borrowing shall be treated as a request for an ABR Term Loan Borrowing.


 


Section 2.13.      Increased Costs.


 


(a)            If
any Change in Law shall:


 


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


 


(ii)            impose on any Lender or the London interbank market any other condition, cost or expense (other than Taxes) affecting this
Agreement or Eurodollar Loans made by such Lender; or


 


(iii)           subject
any Recipient to any Taxes (other than any (A) Indemnified Taxes or (B) Excluded Taxes) on or with respect to its loans,
loan principal, letters of credit, commitments or other obligations, or its deposits, reserves, other liabilities or capital attributable
thereto;


 






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and the result of any of the foregoing shall be to increase
the cost to such Lender or other Recipient of making, converting to, continuing or maintaining any Loan or of maintaining its obligation
to make any such Loan, or to reduce the amount of any sum received or receivable by such Lender or other Recipient hereunder (whether
of principal, interest or any other amount) then, from time to time upon request of such Lender or other Recipient, the Borrowers
will pay to such Lender or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender
or other Recipient, as the case may be, for such additional costs or expenses incurred or reduction suffered. Notwithstanding the
foregoing, if the Parent Borrower reasonably believes that any such Taxes were not correctly or legally asserted, the applicable
Recipient will use commercially reasonable efforts to cooperate with the Parent Borrower to obtain a refund of such Taxes so long
as such efforts would not, in the sole determination of such Recipient exercised in good faith result in any non-reimbursable additional
costs, expenses or risks or be otherwise disadvantageous to it.


 


(b)           If
any Lender determines that any Change in Law regarding capital or liquidity requirements has had or would have the effect of reducing
the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence
of this Agreement, the Commitments of such Lender or the Loans made by such Lender to a level below that which such Lender or
such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s
policies and the policies of such Lender’s holding company with respect to capital adequacy or liquidity), then, from time
to time upon request of such Lender, the Borrowers will pay to such Lender such additional amount or amounts as will compensate
such Lender or such Lender’s holding company for any such reduction suffered.


 


(c)            A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company
as well as a reasonably detailed description of the occurrence giving rise to such event, as the case may be, as specified in paragraph (a)
or (b) of this Section delivered to the Borrowers shall be conclusive absent manifest error. The Borrowers shall pay such Lender
the amount shown as due on any such certificate within 10 Business Days after receipt thereof.


 


(d)           Failure
or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s
right to demand such compensation; provided that the Borrowers shall not be required to compensate a Lender pursuant to
this Section for any increased costs or expenses incurred or reductions suffered more than 180 days prior to the date that
such Lender notifies the Borrowers of the Change in Law giving rise to such increased costs or expenses or reductions and of such
Lender’s or intention to claim compensation therefor; provided further that, if the Change in Law giving rise to
such increased costs or expenses or reductions is retroactive, then the 180-day period referred to above shall be extended
to include the period of retroactive effect thereof.


 


(e)            Notwithstanding the above, a Lender will not demand compensation for any increased cost or reduction set forth in this Section 2.13
at any time if it is not the general practice and policy of such Lender to demand such compensation from similarly situated borrowers
in similar circumstances under agreements containing provisions permitting such compensation to be claimed at such time.


 






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Section 2.14.      Break
Funding Payments. In the event of (a) the payment of any principal of any Eurodollar Loan other than on the last day
of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurodollar
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 on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may
be revoked under Section 2.09(f) and is revoked in accordance therewith) or (d) the assignment of any Eurodollar Loan
other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrowers pursuant to Section 2.17,
then, in any such event, the Borrowers shall compensate each Lender for the loss, cost and expense (excluding any loss of margin)
attributable to such event. 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 that would have accrued on the principal amount of such Loan had
such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Loan (but not including the Applicable
Rate applicable thereto), 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
Loan), over (ii) the amount of interest that would accrue on such principal amount for such period at the interest rate such
Lender would bid if it were to bid, at the commencement of such period, for dollar deposits of a comparable amount and period
from other banks in the London interbank market. A certificate of any Lender delivered to the Borrowers and setting forth and
explaining in reasonable detail any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be
conclusive absent manifest error. The Borrowers shall pay such Lender the amount shown as due on any such certificate within 30 days
after receipt thereof.


 


Section 2.15.      Taxes.


 


(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 any applicable 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 2.15) 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 the payment of, any 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 2.15, 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.


 






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(d)           Indemnification
by the Loan Parties. The Loan Parties shall jointly and severally indemnify each Recipient, within 10 days after written
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 2.15) 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 the Borrowers 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.


 


(e)            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 Borrowers and the Administrative Agent, at the time or times reasonably requested
by the Borrowers or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrowers
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 Borrowers or the Administrative Agent, shall deliver such other documentation
prescribed by applicable law or reasonably requested by the Borrowers 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 2.15(e)(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.


 


(i)            Without
limiting the generality of the foregoing:


 


(A)                any
Lender that is a U.S. Person shall deliver to the Borrowers 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
Borrowers or the Administrative Agent), executed copies 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 Borrowers and the Administrative Agent 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 Borrowers or the Administrative Agent), whichever of the following is applicable (in such number
of copies as shall be requested by the recipient):


 


(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, executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E (or any successor
forms) 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, executed copies of IRS Form W-8BEN
or IRS Form W-8BEN-E 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;


 






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(2)              
executed copies of IRS Form W-8ECI (or any successor forms);


 


(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 H-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 the Parent 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 and that no payments in connection with any Loan Document are effectively connected
with the Foreign Lender’s conduct of a U.S. trade or business (a “U.S. Tax Compliance Certificate”) and
(y) executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E (or any successor forms); or


 


(4)               to
the extent a Foreign Lender is not the beneficial owner (for example, where the Foreign Lender is a partnership or a
participating Lender), executed copies of IRS Form W-8IMY (or any successor forms), accompanied by IRS
Form W-8ECI, IRS Form W-8BEN or IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in
the form of Exhibit H-3 or H-4, 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 not a participating Lender) 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 H-2 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 Borrowers 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 Borrowers or the Administrative Agent),
executed originals 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


 






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(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 Borrowers and the Administrative Agent at the time or
times prescribed by law and at such time or times reasonably requested by the Borrowers 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 Borrowers or the Administrative Agent as may be necessary for the Borrowers and the Administrative
Agent to comply with their obligations under FATCA, to determine whether such Lender has complied with such Lender’s obligations
under FATCA and to determine the amount, if any, 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.


 


Each Lender agrees that if any form or certification
it previously delivered (including any specific documentation required in this Section 2.15(e)) expires or becomes obsolete
or inaccurate in any respect, it shall deliver promptly to the Borrowers or Administrative Agent updated or other appropriate documentation
(including any new documentation reasonably requested by the Borrowers or the Administrative Agent) or promptly notify the Borrowers
and the Administrative Agent in writing of its legal ineligibility to do so.


 


(f)            Indemnification
by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within 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)(ii) 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 set
off 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 the Lender from any other source against any amount due to the Administrative Agent under this
paragraph (f).


 


(g)           Treatment
of Certain Refunds. If any Recipient determines, in its sole discretion exercised in good faith, that it has received a refund
of any Indemnified Taxes as to which it has been indemnified pursuant to this Section 2.15 (including by the payment of additional
amounts pursuant to this Section 2.15), 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 2.15 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 Section 2.15(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 Section 2.15(g), in no event
will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph the payment of which
would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if
the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the
indemnification payments or additional amounts with respect to such Tax had never been paid. This Section 2.15(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 any Loan Party or any other Person.


 






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(h)          
Defined Terms. For the avoidance of doubt, for purposes of this Section 2.15, the term “applicable law”
includes FATCA.


 


(i)            Issue
Price. The Borrowers and Administrative Agent shall cooperate in good faith to determine the “issue
price” (within the meaning of Section 1273 of the Code) of (i) the Loans and (ii) if the Exit Conversion occurs, the loans
under the Exit Facility Agreement and, in either case, shall not take any Tax reporting position inconsistent with such determination,
except as otherwise required by a Change in Law or pursuant to the good faith resolution of a Tax contest


 


(j)             Survival.
Each party’s obligations under this Section 2.15 shall survive the resignation or replacement of the Administrative Agent
or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction
or discharge of all obligations under any Loan Document.


 


Section 2.16.      Payments Generally; Pro Rata Treatment; Sharing of Set-offs.


 


(a)            The
Borrowers shall make each payment required to be made by the Borrowers hereunder or under any other Loan Document on or prior
to the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly
required, on or prior to 2:00 p.m., New York City time), on the date when due, in immediately available funds, without any
defense, setoff, recoupment or counterclaim. Any amounts 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 such account as may be specified by the Administrative Agent; provided that payments pursuant
to Sections 2.13, 2.14, 2.15 and 9.03 shall be made directly to the Persons entitled thereto and payments pursuant to other
Loan Documents shall be made to the Persons specified therein. The Administrative Agent shall distribute any such payment received
by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder
or under any other Loan Document 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. All payments under each Loan Document shall be made in dollars.


 






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(b)               Any
reduction of the New Money Commitment shall be allocated ratably among the Lenders. If at any time insufficient funds are
received by and available to the Administrative Agent to pay fully all amounts of principal, interest, premiums and fees then
due hereunder, such funds shall be applied towards payment of the amounts then due hereunder ratably among the parties
entitled thereto, in accordance with the amounts then due to such parties.


 


(c)               If
any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal
of or interest on any of its Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount
of its Loans and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such
greater proportion shall notify the Administrative Agent of such fact and shall purchase (for cash at face value)
participations in the Loans of other Lenders to the extent necessary so that the amount of all such payments shall be shared
by the Lenders ratably in accordance with the aggregate amounts of principal of and accrued interest on their 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 (for the avoidance of doubt, as in effect from time to
time) or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its
Loans to any Person in accordance with the terms of Section 9.04. The Borrowers consent to the foregoing and agree, to
the extent the Borrowers may effectively do so under applicable law, that any Lender acquiring a participation pursuant to
the foregoing arrangements may exercise against any Borrower rights of set-off and counterclaim with respect to such
participation as fully as if such Lender were a direct creditor of the Borrowers in the amount of such participation. For
purposes of subclause (b)(i) of the definition of Excluded Taxes, a Lender that acquires a participation pursuant to
this Section 2.16(c) shall be treated as having acquired such participation on the earlier date(s) on which such Lender
acquired the applicable interest(s) in the Commitment(s) and/or Loan(s) to which such participation relates.


 


(d)              
Unless the Administrative Agent shall have received written notice from the Borrowers prior to the date on which any payment
is due to the Administrative Agent for the account of the Lenders hereunder that the Borrowers will not make such payment, the
Administrative Agent may assume that the Borrowers have made such payment on such date in accordance herewith and may, but shall
not be obligated to, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if the Borrowers
have not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on
demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is
distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective
Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.


 






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(e)              
If any Lender shall fail to make any payment required to be made by it hereunder to or for the account of the Administrative
Agent, then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), (i) apply any
amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations
in respect of such payment until all such unsatisfied obligations have been discharged and/or (ii) hold any such amounts in
a segregated account as cash collateral for, and apply any such amounts to, any future payment obligations of such Lender hereunder
to or for the account of the Administrative Agent.


 


Section 2.17.       
Mitigation Obligations; Replacement of Lenders.


 


(a)              
If any Lender requests compensation under Section 2.13, or if the Borrowers are required to pay any Indemnified Taxes
or additional amounts to any Lender or to any Governmental Authority for the account of any Lender pursuant to Section 2.15,
then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder
or to assign and delegate its rights and obligations hereunder to another of its offices, branches or Affiliates if, in the judgment
of such Lender, such designation or assignment and delegation (i) would eliminate or reduce amounts payable pursuant to Section 2.13
or 2.15, 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, jointly and severally, agree to pay all reasonable
costs and expenses incurred by any Lender in connection with any such designation or assignment and delegation.


 


(b)               If
(i) any Lender requests compensation under Section 2.13, (ii) 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 2.15, or (iii) any Lender has failed to consent to a proposed amendment, waiver, discharge or termination
that under Section 9.02 requires the consent of all the Lenders (or all the affected Lenders) and with respect to which
the Required Lenders shall have granted their consent, then the Borrowers may, at the Borrowers’ sole expense and
effort, upon notice to such Lender and the Administrative Agent by the Borrowers, 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 2.13 or 2.15) and obligations under this
Agreement and the other Loan Documents (or, in the case of any such assignment and delegation resulting from a failure to
provide a consent, all its interests, rights and obligations under this Agreement and the other Loan Documents as a Lender)
to an Eligible Assignee that shall assume such obligations (which may be another Lender, if a Lender accepts such assignment
and delegation); provided that (A) the Borrowers shall have received the prior written consent of the
Administrative Agent to the extent such consent would be required under Section 9.04(b)(i), which consent shall not
unreasonably be withheld, (B) such Lender shall have received payment of an amount equal to the outstanding principal of
its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder from the assignee (in the
case of such principal and accrued interest and fees) or the Borrowers (in the case of all other amounts), (C) in the
case of any such assignment and delegation resulting from a claim for compensation under Section 2.13 or payments
required to be made pursuant to Section 2.15, such assignment will result in a reduction in such compensation or
payments and (D) in the case of any such assignment and delegation resulting from the failure to provide a consent, the
assignee shall have given such consent and, as a result of such assignment and delegation and any contemporaneous assignments
and delegations and consents, the applicable amendment, waiver, discharge or termination can be effected. A Lender shall not
be required to make any such assignment and delegation if, prior thereto, as a result of a waiver or consent by such Lender
or otherwise, the circumstances entitling the Borrowers to require such assignment and delegation have ceased to apply. Each
party hereto agrees that an assignment and delegation required pursuant to this paragraph may be effected pursuant to an
Assignment and Assumption executed by the Borrowers, the Administrative Agent and the assignee and that the Lender required
to make such assignment and delegation need not be a party thereto.


 






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Section 2.18.       
[Reserved].


 


Section 2.19.       
[Reserved].


 


Section 2.20.       
Joint and Several Liability of the Borrowers. The Loan Document Obligations of the Borrowers shall be joint
and several in nature. Each Borrower hereby irrevocably and unconditionally agrees that it is jointly and severally liable for
all Loan Document Obligations of the Borrowers hereunder and the other Loan Documents, whether now or hereafter existing or due
or to become due. The Loan Document Obligations of the Borrowers under the Loan Documents may be enforced by the Administrative
Agent and the Lenders against any Borrower or all Borrowers in any manner or order selected by the Administrative Agent or the
Required Lenders in their sole discretion. Without limiting the foregoing provisions of this Section 2.20, each Borrower acknowledges
and agrees that:


 


(a)              
its obligations under this Agreement shall remain enforceable against it even though such obligations may be unenforceable
or not allowable against any Borrower during the existence of an insolvency proceeding against any Borrower or otherwise;


 





(b)              
 its obligations under this Agreement are independent of the obligations of any other Borrower, and a separate action or
actions may be brought and prosecuted against it in respect of such obligations irrespective of whether any action is brought against
any other Borrower or any other Borrower is joined in any such action or actions;


 


(c)              
it hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any of all of the
following: (i) any lack of validity or enforceability of this Agreement or any agreement or instrument relating thereto in respect
of any other Borrower; (ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the obligations
of any other Borrower under or in respect of this Agreement, or any other amendment or waiver of or any consent to departure from
this Agreement, in respect of any other Borrower; (iii) any change, restructuring or termination of the structure or existence
of any other Borrower; (iv) the failure of any other person to execute or deliver any other agreement or the release or reduction
of liability of any other person with respect to any obligations of the Borrowers under this Agreement; or (v) any other circumstance
(including any statute of limitations but other than the Loan Document Obligations having been paid in full) or any existence or
reliance on any representation by any other person that might otherwise constitute a defense available to, or a discharge or, any
other Borrower;


 






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(d)              
its obligations under this Agreement shall continue to be effective or be reinstated, as the case may be, if at any time
any payment of any such obligations is rescinded or must otherwise be returned by any person upon the insolvency, bankruptcy or
reorganization of any other Borrower, all as though such payment had not been made;


 


(e)              
it hereby unconditionally and irrevocably waives any right to revoke its joint and several liability under the Loan Documents
and acknowledges that such liability is continuing and applies to all obligations of the Borrowers under the Loan Documents, whether
existing now or in the future;


 


(f)               
in any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable
state, federal or foreign bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the
obligations of the Subsidiary Borrower under this Agreement would otherwise be held or determined to be void, voidable, invalid
or unenforceable, or subordinated to the claims of the any other creditors, on account of the amount of its liability under this
Agreement, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action
by such Borrower, any Loan Document or any other person be automatically limited and reduced to the highest amount (after giving
effect to the right of contribution established in Section 2.20(g) and any rights of subrogation, indemnity or reimbursement) that
is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceedings; and


 


(g)               it
hereby agrees that to the extent that any Borrower shall have paid more than its proportionate share of any payment made
hereunder, such Borrower shall be entitled to seek and receive contribution from and against any other Borrower hereunder
which has not paid its proportionate share of such payment; provided that the provisions of this Section 2.20(g) shall
in no respect limit the obligations and liabilities of any Borrower to the Administrative Agent and the Lenders, and each
Borrower shall remain liable to the Administrative Agent and the Lenders for the full amount hereunder; provided,
however each Borrower agrees that the foregoing rights of contribution as well as any right of subrogation, indemnity or
reimbursement that it may acquire or that may arise against any other Borrower due to any payment or performance made under
this Agreement shall in all respects be subordinated and junior in right of payment to, and shall not be exercised by such
Borrower until, all Loan Document Obligations have been paid in full.


 


Section 2.21.       
Super-Priority Nature of Obligations and Administrative Agent’s Liens; Payment of Obligations.


 


(a)              
The priority of Administrative Agent’s Liens on the Collateral, claims and other interests shall be as set forth in
the Order.


 


(b)              
Upon the maturity (whether by acceleration or otherwise) of any of the Loan Document Obligations, the Administrative Agent
and Lenders shall be entitled to immediate payment of such Loan Document Obligations without further application to or order of
the Court.


 






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Section 2.22.        Conversion
to Exit Facility Agreement. The Loans shall be repaid in cash in accordance with the terms hereunder; provided that,
notwithstanding the foregoing, upon the satisfaction or waiver by the Required Lenders of each of the conditions set forth in
the “Conditions to Borrowings” section of the Exit Facility Term Sheet, automatically and without any further
consent or action required by the Administrative Agent, any Lender, or any other Secured Party, the Loans shall be refinanced
with loans under the Exit Facility Agreement in accordance with the Exit Facility Term Sheet (the “Exit
Conversion”). Upon the Exit Conversion, (i) the Borrowers (or the entities assuming and/or acquiring directly or
indirectly the operations and assets of the Borrowers in the Acceptable Plan, and each Guarantor and each entity assuming the
operations and assets of each Guarantor that is a Debtor in the Acceptable Plan, to the extent such Person is required under
the Exit Facility Term Sheet to continue to be a guarantor thereunder), shall assume all obligations in respect of the Loans
hereunder and all other monetary obligations in respect hereof, (ii) each Loan hereunder shall be continued as and converted
to a Loan under the Exit Facility Agreement, (iii) each Lender hereunder shall be a Lender under the Exit Facility Agreement
and (iv) this Agreement shall terminate and be superseded and replaced in its entirety by, and deemed amended and restated in
its entirety in the form of, the Exit Facility Agreement (with such changes and insertions thereto, as are reasonably
satisfactory to the Administrative Agent and the Borrower, incorporated as necessary to make any technical changes necessary
to effectuate the intent of this Section 2.22 and to make any changes as required in the Exit Facility Term Sheet, including
to increase the facility amount and give effect to any “last out” term loans). Notwithstanding the foregoing, all
obligations of the Borrowers and the Guarantors to the Administrative Agent and the Lenders under this Agreement and any
other Loan Document which are expressly stated in this Agreement or such other Loan Document as surviving such
agreement’s termination shall, as so specified, survive without prejudice and remain in full force and effect. Each of
the Loan Parties, the Administrative Agent and the Lenders shall take such actions and execute and deliver such agreements,
instruments or other documents as the Administrative Agent may reasonably request to give effect to the provisions of this
Section 2.22 and as are required to complete the schedules to the Exit Facility Agreement or other agreements contemplated
thereby; provided, however, that any such action by the Administrative Agent or any of the Lenders shall not be
a condition precedent to the effectiveness of the Exit Facility Agreement if and to the extent so provided in the
Confirmation Order. Each Lender hereto hereby agrees that, on the Conversion Date, (i) the Administrative Agent (in its
capacity as Administrative Agent under the Exit Facility Agreement) may execute and deliver the Exit Facility Agreement (and
any guaranty contemplated thereby) on its own behalf and on behalf of each such Lender and (ii) the Administrative Agent may
execute and deliver the security documents contemplated by the Exit Facility Term Sheet. On the Conversion Date, the
Administrative Agent shall transfer any amounts remaining in the DIP Accounts to an account designated by the Borrowers.


 


Article III


 


Representations and Warranties


 


Each Borrower represents and warrants to
the Administrative Agent and the Lenders as follows:


 






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Section 3.01.       
Organization; Powers. The Parent Borrower and each Restricted Subsidiary is duly organized, validly existing
and (to the extent the concept is applicable in such jurisdiction and, in the case of any Restricted Subsidiary, except where the
failure to be so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect) in
good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to, subject to the
entry of the Order, carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate,
would 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.


 


Section 3.02.       
Authorization; Enforceability; Benefit to Loan Parties.


 


(a)              
Subject to entry of the Order, the Transactions, insofar as they are to be carried out by each Loan Party, are within such
Loan Party’s corporate or other organizational powers and have been duly authorized by all necessary corporate or other organizational
and, if required, shareholder or other equityholder action. Subject to entry of the Order, this Agreement has been duly executed
and delivered by each Borrower and constitutes, and each other Loan Document to which any Loan Party is to be a party, when executed
and delivered by such Loan Party, will constitute, a legal, valid and binding obligation of such Borrower or such Loan Party, as
the case may be, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization,
moratorium or other laws affecting creditors’ rights generally and to general principles of equity, regardless of whether
considered in a proceeding in equity or at law.


 


(b)              
Each Loan Party 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 (i) successful operations of each of the other Loan
Parties and (ii) the credit extended by the Lenders to the Borrowers hereunder. Each Loan Party has determined that, subject
to entry of the Order, the execution, delivery, and performance of this Agreement and any other Loan Documents to be executed by
such Loan Party is within its purpose, will be of direct and indirect benefit to such Loan Party, and is in its best interest.


 


Section 3.03.       
Governmental Approvals; No Conflicts. Except for the entry of, and pursuant to the terms of, the Order, 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 (or will so be) in full force and effect, (b) will not violate
any applicable law, including any order of any Governmental Authority, (c) will not violate the charter, by-laws or other
organizational documents of the Parent Borrower or any Restricted Subsidiary, (d) will not violate or result in a default
under any indenture or agreement (including the Pre-Petition ABL Credit Agreement, the ABL Credit Agreement to the extent applicable,
the Pre-Petition Credit Agreement or other material instrument binding upon the Parent Borrower or any Restricted Subsidiary or
any of their assets) (other than defaults arising solely as a result of the commencement of the Cases), or give rise to a right
thereunder to require any payment to be made by the Parent Borrower or any Restricted Subsidiary, and (e) will not result
in the creation or imposition of any Lien on any asset of the Parent Borrower or any Restricted Subsidiary, except Liens created
pursuant to the Loan Documents or Liens created in connection with the Pre-Petition ABL Credit Agreement, the ABL Credit Agreement
to the extent applicable, or the Pre-Petition Credit Agreement, in the case of clauses (a) (as to the Transactions other
than entry into the Loan Documents), (b) and (d) above, except for a failure to obtain or make, violation or creation, as applicable,
which individually or in the aggregate would not reasonably be expected to result in a Material Adverse Effect.


 






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Section 3.04.       
Financial Condition; No Material Adverse Change.


 


(a)              
The Borrowers have heretofore furnished to the Lenders (i) the audited consolidated balance sheets and related consolidated
statements of operations, comprehensive income, equity and cash flows of the Parent Borrower and its consolidated Subsidiaries
as of and for the fiscal year ended August 3, 2019, and (B) the unaudited consolidated balance sheets and related consolidated
statements of operations, comprehensive income and cash flows of the Parent Borrower and its consolidated Subsidiaries as of and
for each of the fiscal quarters and the portions of the fiscal year ended November 2, 2019 and February 1, 2020 . Such financial
statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Parent
Borrower 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)              
Since the Petition Date, other than those customarily resulting from the commencement of the Cases and changes set forth
in the Parent Borrower’s business plan delivered to the Ad Hoc Committee prior to the Petition Date, there has been no event,
development or circumstance that has had, or would reasonably be expected to have, a Material Adverse Effect.


 


Section 3.05.       
Properties.


 


(a)              
The Parent Borrower and each Restricted Subsidiary has good title to, or valid leasehold interests in, all its tangible
property material to its business, except for defects in title that, individually or in the aggregate, would not reasonably be
expected to result in a Material Adverse Effect and Liens expressly permitted by Section 6.02.


 





(b)              
 (i) The Parent Borrower and each Restricted Subsidiary owns, is licensed to use, or otherwise has the right to use all
trademarks, service marks, tradenames, trade dress, copyrights, patents, designs and other intellectual property material to its
business, and (ii) the conduct of their respective businesses, including the use thereof by the Parent Borrower and the Restricted
Subsidiaries in their respective businesses, does not infringe upon the rights of any other Person, except for any such infringements
or any such failure to own, license or have the right to use that, individually or in the aggregate, would not reasonably be expected
to result in a Material Adverse Effect.


 


(c)              
Schedule 3.05 sets forth the address of each real property that is owned in fee by the Loan Parties as of the Effective
Date.


 


Section 3.06.       
Litigation and Environmental Matters.


 


(a)              
Except for the Disclosed Matters and the Cases, there are no actions, suits or proceedings by or before any arbitrator or
Governmental Authority pending against or, to the knowledge of the Borrowers, threatened against the Parent Borrower or any Restricted
Subsidiary (i) as to which there is a reasonable likelihood of an adverse determination and that, if adversely determined,
would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve
any of the Loan Documents or the Transactions.


 






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(b)              
Except for the Disclosed Matters or matters that, individually or in the aggregate, would not reasonably be expected to
result in a Material Adverse Effect, neither the Parent Borrower nor any Restricted Subsidiary (i) has failed to comply with
any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental
Law, (ii) has become subject to any Environmental Liability, (iii) has received written notice of any claim with respect
to any Environmental Liability or (iv) knows of any basis for any Environmental Liability.


 


Section 3.07.       
Compliance with Laws and Agreements.


 


(a)              
The Parent Borrower and each Restricted Subsidiary is in compliance with all laws, including all orders of Governmental
Authorities, applicable to it or its property and all indentures, agreements and other instruments binding upon it or its property,
except any non-compliance arising solely as a result of the commencement of the Cases or where the failure to do so, individually
or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect (it being agreed that this Section
does not apply to any law which is specifically addressed in Section 3.06(b), 3.07(b), 3.08, 3.09, 3.10 or 3.14). Except for
any defaults or events of defaults arising solely as a result of the commencement of the Cases, any defaults or events of defaults
arising under the Pre-Petition ABL Credit Agreement or the Pre-Petition Credit Agreement, no Event of Default has occurred and
is continuing.


 


(b)               The
Borrowers have implemented and maintain in effect policies and procedures designed to ensure compliance in all material
respects by the Parent Borrower, its Subsidiaries and their respective directors, officers, employees and agents with
Anti-Corruption Laws and applicable Sanctions, and the Parent Borrower, its Subsidiaries and their respective officers and
employees and to the knowledge of the Borrowers, their respective directors and agents, are in compliance with
Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the Parent Borrower, any Subsidiary or,
to the knowledge of the Borrowers, any of their respective directors, officers or employees, or (b) to the knowledge of the
Borrowers any agent of the Parent Borrower 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, use of proceeds or other transaction
contemplated by this Agreement will violate Anti-Corruption Laws or applicable Sanctions.


 


Section 3.08.       
Investment Company Status. No Loan Party is an “investment company” as defined in, or subject
to regulation under, the Investment Company Act of 1940.


 


Section 3.09.       
Taxes. The Parent Borrower and each Subsidiary has (a) timely filed or caused to be filed all Tax returns
and reports required to have been filed, except to the extent that the failure to do so would not, individually or in the aggregate,
reasonably be expected to result in a Material Adverse Effect, and (b) paid or caused to be paid all Taxes required to have been
paid by it (including in its capacity as withholding agent), except (i) any Taxes that are being contested in good faith by
appropriate proceedings diligently conducted and for which the Parent Borrower or such Subsidiary has set aside on its books reserves
with respect thereto to the extent required by GAAP or (ii) to the extent that the failure to do so would not, individually
or in the aggregate, reasonably be expected to result in a Material Adverse Effect. There is no current or proposed tax assessment,
deficiency or other claim against the Parent Borrower or any of the Subsidiaries that would, individually or in the aggregate,
reasonably be expected to result in a Material Adverse Effect.


 






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Section 3.10.       
ERISA; Labor Matters.


 


(a)              
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) neither any Loan Party nor any ERISA Affiliate has engaged
in a transaction that could be subject to Section 4069 or 4212(c) of ERISA, and (iii) each Plan is in compliance with
the applicable provisions of ERISA, the Code and other applicable laws. On the Effective Date, the excess of the present value
of all accumulated benefit obligations under each Plan (based on the assumptions used for purposes of preparing the audited financial
statements set forth in the Borrower’s most recent Annual Report on Form 10-K), as of the date of the most recent financial
statements reflecting such amounts, over the fair market value of the assets of such Plan, if any, could not be reasonably expected,
individually or in the aggregate, to result in a Material Adverse Effect.


 


(b)               Except
as would 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 the Parent Borrower or any Restricted Subsidiary
pending or, to the knowledge of the Borrowers, threatened, (ii) the hours worked by and payments made to employees of
the Parent Borrower and the Restricted Subsidiaries have not been in violation of the Fair Labor Standards Act of 1938 or any
other applicable federal, state, local or foreign law dealing with such matters, (iii) all payments due from the Parent
Borrower or any Restricted Subsidiary, or for which any claim may be made against the Parent Borrower or any Restricted
Subsidiary, on account of wages and employee health and welfare insurance and other benefits, have been paid or accrued as a
liability on the books of the Parent Borrower or such Restricted Subsidiary to the extent required by GAAP and (iv) the
consummation of the Transactions will not give rise to any right of termination or right of renegotiation on the part of any
union under any collective bargaining agreement to which the Parent Borrower or any Restricted Subsidiary is bound.


 


(c)                None
of the Borrowers or any of their Subsidiaries is an entity deemed to hold “plan assets” (within the meaning of 29 CFR
 § 2510.3-101, as modified by Section 3(42) of ERISA).


 


SECTION 3.11.       Disclosure. No reports,
financial statements, certificates or other written information (other than forward-looking information, management projections
or information of a general economic or industry nature) furnished by or on behalf of the Parent Borrower or any Restricted Subsidiary
to the Administrative Agent or any Lender in connection with the negotiation of this Agreement or any other Loan Document or delivered
hereunder or thereunder (as modified or supplemented by other information so furnished), when delivered and taken as a whole,
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 materially misleading; provided that, with respect to forecasts
and projected financial information, the Loan Parties represent only that such information was prepared in good faith based upon
assumptions believed by them to be reasonable at the time made and at the time so furnished and, if furnished prior to the Effective
Date, as of the Effective Date (it being understood that such forecasts and projections may vary from actual results and that
such variances may be material).


 


Section 3.12.       
Subsidiaries and Joint Ventures. Schedule 3.12 sets forth, as of the Effective Date, the name, type of organization
and jurisdiction of organization of, and the percentage of each class of Equity Interests owned by the Parent Borrower or any Subsidiary
in, (a) each Subsidiary and (b) each joint venture in which the Parent Borrower or any Subsidiary owns any Equity Interests,
and identifies each Designated Subsidiary. All the issued and outstanding Equity Interests in each Subsidiary owned by any Loan
Party have been (to the extent such concepts are relevant with respect to such Equity Interests) duly authorized and validly issued
and are fully paid and non-assessable (except as such rights may arise under mandatory provisions of applicable statutory law that
may not be waived and not as a result of any rights contained in organizational documents). Except as set forth in Schedule 3.12,
as of the Effective Date, there is no existing option, warrant, call, right, commitment or other agreement to which the Parent
Borrower or any Subsidiary is a party requiring, and there are no Equity Interests in any Subsidiary outstanding that upon exercise,
conversion or exchange would require, the issuance by any Subsidiary of any additional Equity Interests or other securities exercisable
for, convertible into, exchangeable for or evidencing the right to subscribe for or purchase any Equity Interests in any Subsidiary.


 






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Section 3.13.       
Insurance. Schedule 3.13 sets forth a description of all insurance maintained by or on behalf of the Parent
Borrower and the Restricted Subsidiaries as of the Effective Date. As of the Effective Date, all premiums due and payable in respect
of such insurance have been paid. The Borrowers believe that the insurance maintained by or on behalf of the Parent Borrower and
the Restricted Subsidiaries is adequate.


 





Section 3.14.       
Federal Reserve Regulations. Neither the Parent Borrower nor any Restricted Subsidiary is principally, or
as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying margin stock
(within the meaning of Regulation U of the Board of Governors), or extending credit for the purpose of purchasing or carrying margin
stock. No part of the proceeds of the Loans will be used, whether directly or indirectly, and whether immediately, incidentally
or ultimately, in any manner or for any purpose that would entail a violation of Regulations T, U or X of the Board of Governors.


 


Section 3.15.       
[Reserved].


 


Section 3.16.       
Collateral Matters.


 


(a)              
Subject to the entry of the Order, the Collateral Agreement and the Order are effective to create in favor of the Administrative
Agent (for the benefit of the Secured Parties) legal, valid, enforceable and perfected Liens on the Collateral described therein
(with such priority as provided for therein).








 


(b)              
 Except for the entry of the Order, no filing or other action will be necessary to perfect such Liens.


 


(c)              
The Order is (or will be, as applicable) effective to create in favor of the Administrative Agent, for the benefit of the
Secured Parties, a legal, valid, binding and enforceable perfected security interest in the Collateral (with such priority as provided
for in the Order (including, without limitation, with respect to the Carve Out)) without the necessity of the execution of mortgages,
security agreements, pledge agreements, financing statements or other agreements or documents except to the extent set forth in
such orders.


 






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Section 3.17.       
Use of Proceeds. Unless otherwise agreed by the Administrative Agent (acting at the direction of the Required
Lenders), the proceeds of the New Money Loans will be deposited into the DIP Funding Account and used in accordance with the terms
of the Approved Budget (subject to Permitted Variances) and the terms of the Order or any other order entered into by the Court
that is consistent with the RSA, the Order and this Agreement, including, without limitation (i) to pay amounts due to Lenders
and the Administrative Agent hereunder and the reasonable and documented professional fees and expenses (including legal, financial
advisor, appraisal and valuation-related fees and expenses) incurred by Lenders and the Administrative Agent, including those incurred
in connection with the preparation, negotiation, documentation and court approval of the transactions contemplated hereby (including
pursuant to such court approval), (ii) to make adequate protection payments, (iii) to fund the Carve Out, and (iv) to
pay administration costs of the Cases and Claims or amounts approved by the Court in the “first day” and “second
day” orders or as required under the Bankruptcy Code. Notwithstanding anything to the contrary herein, the proceeds of the
New Money Loans may be used to prepay or repay the ABL Credit Agreement (to the extent applicable) solely to extent provided for
in the Approved Budget then in effect at the date of such prepayment or repayment, and in any event in an aggregate amount during
the term of this Agreement not to exceed $50,000,000.


 


Section 3.18.       
Approved Budget. The Borrowers have heretofore furnished to the Administrative Agent the initial Approved
Budget. Each Approved Budget was prepared in good faith based upon assumptions the Borrowers believed to be reasonable assumptions
on the date of delivery of such Approved Budget.


 


Section 3.19.       
Chapter 11 Cases.


 


(a)           
The Cases were commenced on the Petition Date in accordance with applicable laws and proper notice thereof was given for
(i) the motion seeking approval of the Loan Documents and the Order and (ii) the hearing for the entry of the Order. Debtors shall
give, on a timely basis as specified in the Order, all notices required to be given to all parties specified in the Order.


 


(b)            After
the entry of the Order, and pursuant to and to the extent permitted in the Order, the Loan Document Obligations will
constitute allowed administrative expense claims in the Cases having priority over all administrative expense claims and
unsecured claims against the Debtors now existing or hereafter arising, of any kind whatsoever, including all administrative
expense claims of the kind specified in Sections 105, 326, 330, 331, 503(b), 506(c), 507(a), 507(b), 546(c), 726, 1114 or any
other provision of the Bankruptcy Code or otherwise, as provided under Section 364(c)(l) of the Bankruptcy Code, subject to
(i) the Carve Out and (ii) the priorities set forth in the Order.


 


(c)           
After the entry of the Order and pursuant to and to the extent provided in the Order, the Loan Document Obligations will
be secured by a valid and perfected first priority Lien on all of the Collateral subject, as to priority, only to (i) the Carve
Out, (ii) the Liens pursuant to Section 6.02(i) with respect to Indebtedness under the ABL Credit Agreement (to the extent applicable),
subject to the terms of such Section 6.02(i) and (iii) to the extent set forth in the Order.


 


(d)           
The Order is in full force and effect and has not been reversed, stayed (whether by statutory stay or otherwise), vacated,
or, without the Required Lenders’ consent, modified or amended. The Loan Parties are in compliance in all material respects
with the Order.


 






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(e)           
Notwithstanding the provisions of Section 362 of the Bankruptcy Code, and subject to the applicable provisions of the Order,
upon the Maturity Date (whether by acceleration or otherwise) of any of the Loan Document Obligations, to the extent the Conversion
Date has not occurred, the Administrative Agent and Lenders shall be entitled to immediate payment of such Loan Document Obligations
and to enforce the remedies provided for hereunder or under applicable laws, without further notice, motion or application to,
hearing before, or order from, the Court.


  


Article IV


 


Conditions


 


Section 4.01.       
Conditions to Effective Date. The effectiveness of this Agreement and the obligations of the Lenders to make
the Roll-up Loans hereunder shall not become effective until the date on which each of the following conditions shall be satisfied
(or waived in accordance with Section 9.02):


 


(a)              
The Administrative Agent shall have received from each party hereto either (i) a counterpart of this Agreement signed
on behalf of such party or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile transmission)
that such party has signed a counterpart of this Agreement.


 


(b)              
The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the
Lenders and dated the Effective Date) of Kirkland & Ellis LLP, counsel for the Loan Parties, addressing corporate authority
matters and other matters as the Administrative Agent shall reasonably request, each such opinion to be in form, scope and substance
reasonably satisfactory to the Administrative Agent and the Lenders.


 


(c)              
The Administrative Agent shall have received as to each Loan Party such customary documents and certificates as it shall
reasonably have requested relating to the organization, existence and good standing of such Loan Party and the authorization of
the Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent.








 


(d)              
 (a) The representations and warranties of the Loan Parties set forth in the Loan Documents shall be true and correct (i) in
the case of the representations and warranties qualified as to materiality, in all respects and (ii) otherwise, in all material
respects, in each case on and as of the Effective Date, except in the case of any such representation and warranty that expressly
relates to a prior date, in which case such representation and warranty shall be so true and correct on and as of such prior date
and (b) at the time of and immediately after giving effect to the Transactions to occur on the Effective Date, no Event of Default
shall have occurred and be continuing.


 


(e)              
The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the chief financial officer
of the Parent Borrower, confirming compliance with the conditions set forth in paragraph (d) of this Section.


 


(f)               
The Lenders and the Administrative Agent shall have received the Approved Budget.


 






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(g)              
The Administrative Agent, for its benefit and the benefit of each other Secured Party, shall have been granted a perfected
lien on the Collateral by the Order on the terms and conditions set forth herein and in the other Loan Documents.


 


(h)              
The Administrative Agent shall have received the results of a search of the UCC (or equivalent) filings made with respect
to the Loan Parties in the jurisdictions reasonably requested by the Administrative Agent.


 


(i)                
The Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable
 “know your customer” rules and regulations, including the USA Patriot Act, to include a duly executed IRS Form W-9
or such other applicable IRS Form for each Borrower, at least three Business Days prior to the Effective Date to the extent such
information was requested at least 10 Business Days prior to the Effective Date.


 


(j)                
The Collateral Agreement each shall have been duly executed and delivered by each party thereto, and shall be in full force
and effect.


 


(k)               The
Administrative Agent shall have received (i) unaudited interim consolidated financial statements of the Parent Borrower for
each fiscal month ended after the fiscal quarter ending February 1, 2020 through the end of June 30, 2020 and (ii) unaudited
financial statements for the fiscal quarter ended May 2, 2020.


 


(l)                
Since the Petition Date, other than those events or circumstances arising from the commencement of the Cases, there has
been no event or circumstance, either individually or in the aggregate, that has or could reasonably be expected to have a Material
Adverse Effect.


 


(m)             (i)
the Administrative Agent shall have received drafts of the “first day” pleadings for the Cases, in each case, in
form and substance reasonably satisfactory to the Administrative Agent; and (ii) all motions, orders (including the
 “first day” orders and the Cash Management Order) and other documents to be filed with and submitted to the Court
on the Petition Date shall be in form and substance reasonably satisfactory to the Administrative Agent, and the Court shall
have approved and entered all “first day” orders, including, without limitation, the Cash Management Order.


 


(n)              
No trustee, receiver or examiner with expanded powers shall have been appointed in any of the Chapter 11 Cases.


 


(o)              
The Pre-Petition Agent and the Pre-Petition Lenders shall have each received adequate protection in respect of the Liens
securing their respective Pre-Petition Lender Obligations pursuant to the Order.


 


The Administrative Agent shall notify the
Borrowers and the Lenders of the Effective Date, and such notice shall be conclusive and binding.


 






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Section 4.02.       
Conditions to the New Money Loan. The obligations of the Lenders to make the New Money Loans hereunder shall
not become effective until the date on or after the Effective Date on which each of the following conditions shall be satisfied
(or waived in accordance with Section 9.02):


 


(a)              
The Administrative Agent shall have received a written Borrowing Request to include a flow of funds memorandum in form and
substance satisfactory to the Administrative Agent and the Lenders.


 


(b)              
The ABL Credit Agreement shall have been duly executed and delivered by each of the parties thereto, and shall be in full
force and effect.


 


(c)              
The Intercreditor Acknowledgment shall have been duly executed and delivered by each party thereto, and shall be in full
force and effect.


 


(d)              
The Administrative Agent, the Ad Hoc Committee and the Ad Hoc Committee Advisors shall have received all fees and other
amounts due and payable on or prior to the Funding Date, including, to the extent invoiced at least two Business Days prior to
the Funding Date, payment or reimbursement of all fees and expenses (including fees, charges and disbursements of counsel) required
to be paid or reimbursed by any Loan Party under the Commitment Letter or any Loan Document, in each case, payable from the proceeds
of the initial funding of the Term Loans.


 


The Administrative Agent shall notify the
Borrowers and the Lenders of the Funding Date, and such notice shall be conclusive and binding.


 


Article V


 








Affirmative Covenants


 


Until the Commitments shall have expired
or been terminated, the principal of and interest on each Loan and all premiums and fees payable hereunder shall have been paid
in full, each Borrower covenants and agrees with the Lenders that:


 


Section 5.01.       
Financial Statements and Other Information. The Borrowers will furnish to the Administrative Agent, on behalf
of each Lender and, in the case of clauses (e), (f) and (g), to the Ad Hoc Committee Advisors:


 


(a)              
within 90 days after the end of each fiscal year of the Parent Borrower, its consolidated balance sheet and related
consolidated statements of operations, comprehensive income, equity and cash flows as of the end of and for such fiscal year, setting
forth in each case in comparative form the figures for the previous fiscal year, all certified by a Financial Officer of the Parent
Borrower to the effect that such consolidated financial statements present fairly, in all material respects, the financial position,
results of operations and cash flows of the Parent Borrower and its consolidated Subsidiaries as of the end of and for such fiscal
year on a consolidated basis in accordance with GAAP;


 






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(b)              
within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Parent Borrower,
its consolidated balance sheet as of the end of such fiscal quarter, the related consolidated statements of operations and comprehensive
income for such fiscal quarter and the then elapsed portion of the fiscal year and the related consolidated statement of cash flows
for 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 a Financial
Officer of the Parent Borrower as presenting fairly, in all material respects, the financial position, results of operations and
cash flows of the Parent Borrower and its consolidated Subsidiaries as of the end of and for such fiscal quarter and such portion
of the fiscal year on a consolidated basis in accordance with GAAP, subject to normal year-end audit adjustments and the absence
of footnotes;


 


(c)               within
30 days after the end of each of the first two fiscal months of each fiscal quarter of the Company, the consolidated
balance sheet and related statements of operations and comprehensive income of the Company as of the end of and for such
fiscal month and the then elapsed portion of the fiscal year and the related consolidated statement of cash flows of the
Company for 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 a Financial Officer of the Company as presenting fairly in all material respects the financial position, results
of operations and cash flows of the Company and its consolidated Subsidiaries as of the end of and for such fiscal month and
such portion of the fiscal year on a consolidated basis in accordance with GAAP, subject to normal year-end audit adjustments
and the absence of footnotes (it being understood and agreed that any adjustments reflected in such monthly financial
statements may differ (in part or entirely) from any adjustments reflected in the financial statements delivered in the
foregoing clauses (a) or (b);


 


(d)              
concurrently with each delivery of financial statements under clause (a), (b) or (c) above, a completed Compliance
Certificate signed by a Financial Officer of the Parent Borrower, (i) certifying, in the case of the financial statements
delivered under clause (a), (b) or (c) above, that such financial statements present fairly in all material respects the financial
position, results of operations and cash flows of the Parent Borrower and its consolidated Subsidiaries on a consolidated basis
in accordance with GAAP, 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) to the extent applicable, setting forth reasonably detailed calculations demonstrating
compliance with Section 6.12, (iv) if any change in GAAP or in the application thereof has occurred since the date of the audited
financial statements referred to in Section 3.04, specifying the effect of such change on the financial statements accompanying
such certificate, and (v) certifying that all notices required to be provided under Section 5.03 and 5.04 have been provided;


 


(e)              
no later than 5:00 p.m. New York City time on the four week anniversary of the Effective Date(or such later time as agreed
to in writing (including via e-mail) by the Required Lenders in their sole discretion), and each fourth (4th) calendar
week thereafter, an updated budget consistent with the form and level of detail set forth in the initial Approved Budget, including
the same line-items provided with the initial Approved Budget, and otherwise in form and substance reasonably acceptable to Ad
Hoc Committee Advisors in their reasonable discretion. Upon, and subject to, the approval of any such updated budget by the Ad
Hoc Committee Advisors in their reasonable discretion, such supplemented budget shall constitute the then-approved Approved Budget,
effective as of the beginning of the week immediately following the week in which it was delivered; provided that unless
and until the Ad Hoc Committee Advisors approve such supplemental budget in their reasonable discretion, the then-current Approved
Budget shall remain in effect;


 






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(f)           
no later than 5:00 p.m. New York City time on the Thursday of each calendar week (or such later time as agreed to in writing
(including via e-mail) by the Required Lenders in their sole discretion) commencing on (a) the date that is the third Thursday
following the Effective Date, a line-item by line-item report setting forth for each line item in the Approved Budget, in reasonable
detail, the actual receipts received and operating disbursements (including any professional fees) made during the prior week then-ended
and (b) the date that is the first Thursday following the Effective Date a report setting forth (i) the Liquidity as of the Friday
of the most recently ended calendar week and (ii) the aggregate amount of end of day cash and Cash Equivalents as of the Friday
of the most recently ended calendar week of all non-Loan Party Subsidiaries on deposit in or credited to any account maintained
by such non-Loan Party Subsidiaries;


 


(g)           no
later than 5:00 p.m. New York City time on the Thursday (or such later time as agreed to in writing (including via e-mail) by
the Required Lenders in their sole discretion) of each calendar week commencing on the date that is the second Thursday
following the Effective Date, (each such Thursday or later time, a “Variance Report Date”), a line-item by
line-item variance report (each, a “Variance Report”),substantially in the form attached hereto as Exhibit
J or otherwise as reasonably acceptable to the Required Lenders in their sole discretion, setting forth, in reasonable
detail: (x) any variances between actual amounts for each line item in the Approved Budget for the Variance Testing Period
versus projected amounts set forth in the applicable Approved Budget for each line item included therein on a cumulative
basis for such Variance Testing Period (for the avoidance of doubt, to be prepared by comparing the sum of the four (4)
figures for each relevant week for such corresponding line item in the relevant Approved Budget that was in effect in respect
of each relevant week at the time), and (y) the computations necessary to determine compliance with Section 6.12, together
with a statement from a Financial Officer certifying the information contained in the report. The Variance Report shall also
provide a reasonably detailed explanation for any negative variance in such Variance Report in excess of 15% in actual
receipts and any positive variance in such Variance Report in excess of 15% in actual operating disbursements during the
Variance Testing Period (in each case unless the dollar amount corresponding to such percentage variance is less than
$1,000,000) as compared to projections for such corresponding line items during the Variance Testing Period as set forth in
the Approved Budget;


 


(h)          
(i) to the extent applicable, within 1 Business Day of delivery of a Borrowing Base Certificate (as defined in the Pre-Petition
ABL Credit Agreement or the ABL Credit Agreement, as applicable) to the ABL Agent, copy of such certificate and (ii) a copy of
each report or forecast delivered under the ABL Credit Agreement, within 1 Business Day of delivery thereof;


 






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(i)           
promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other
materials filed by the Parent Borrower or any Subsidiary with the SEC or with any national securities exchange, or distributed
by the Parent Borrower to its shareholders generally, as the case may be;


 


(j)           
[reserved];


 


(k)          
promptly after any written request therefor, evidence of insurance renewals as required under Section 5.08 hereunder
in form and substance reasonably acceptable to the Administrative Agent; and


 


(l)           
promptly after any written request therefor, such other information regarding the operations, business affairs and financial
condition of the Parent Borrower or any Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent
or any Lender may reasonably request.


 


Information required to be delivered pursuant to clause (a),
(b) or (i) of this Section shall be deemed to have been delivered if such information, or one or more annual or quarterly reports
containing such information, shall have been posted by the Administrative Agent on an IntraLinks or similar site to which the Lenders
have been granted access or shall be available on the website of the SEC at http://www.sec.gov. Information required to be delivered
pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative
Agent.


 


Section 5.02.       
Notices of Material Events. The Borrowers will furnish to the to the Ad Hoc Committee Advisors and the Administrative
Agent (for distribution to the Lenders) written notice promptly upon any Financial Officer, or other officer or employee responsible
for compliance with the Loan Documents, of the Borrowers becoming aware of any 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
(other than in connection with the Cases) or affecting the Parent Borrower or any Restricted Subsidiary, or any adverse development
in any such pending action, suit or proceeding not previously disclosed in writing by the Borrowers to the Administrative Agent
and the Lenders, that in each case would reasonably be expected to result in a Material Adverse Effect or that in any manner questions
the validity of any Loan Document;


 


(c)           
the occurrence of an ERISA Event that has resulted, or would reasonably be expected to result, in a Material Adverse Effect;


 






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(d)          
(i) as soon as practicable in advance of filing (and to the extent practicable not later than three (3) days prior to the
filing thereof) with the Court or delivering (and to the extent practicable not later than three (3) days prior to the delivery
thereof) to the Committee appointed in a Case, if any, or to the U.S. Trustee, as the case may be, the Order, all other material
proposed orders and pleadings related to (x) the Cases (all of which must be in form and substance reasonably satisfactory to the
Required Lenders), (y) the Pre-Petition Credit Agreement and this Agreement and the credit facilities contemplated thereby and/or
any sale contemplated in accordance with the Required Milestones and any Plan of Reorganization and/or any disclosure statement
related thereto (all of which must be in form and substance reasonably satisfactory to the Administrative Agent), and (ii) substantially
simultaneously with the filing with the Court or delivering to the Committee appointed in any Case, if any, or to the U.S. Trustee,
as the case may be, monthly operating reports and all other notices, filings, motions, pleadings or other information concerning
the financial condition of the Loan Parties or their Subsidiaries or the Cases that may be filed with the Court or delivered to
the Committee appointed in any Case, if any, or to the U.S. Trustee; or


 


(e)          
any other development that has resulted, or would 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 Parent Borrower 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.       
Collateral Obligations; Additional Subsidiaries.


 


(a) Each Borrower
will, and will cause the other applicable Loan Parties to comply with the “Collateral and Guarantee Requirement”.
If any additional Designated Subsidiary is formed or acquired after the Effective Date (or any Excluded Subsidiary becomes a
Designated Subsidiary), the Borrowers will promptly notify the Administrative Agent thereof and will, as promptly as
practicable, and in any event within 15 days (or such longer period as the Administrative Agent may agree) after such
Designated Subsidiary is formed or acquired (or any Excluded Subsidiary becomes a Designated Subsidiary) cause the Collateral
and Guarantee Requirement to be satisfied with respect to such Designated Subsidiary and with respect to any Equity Interests
in or Indebtedness of such Designated Subsidiary owned by or on behalf of any Loan Party.


 


(b) Each of the Loan Parties hereby covenants
and agrees that upon the entry of, and subject to, the Order and subject to the Carve Out in all respects, the Loan Document Obligations,
pursuant to Section 364(c)(1) of the Bankruptcy Code, shall at all times constitute allowed DIP Superpriority Claims in the Cases.


 


(c) The relative priorities of the Liens
described in this Section 5.03 with respect to the Collateral shall be as set forth in the Order. In accordance with the Order,
all of the Liens described in this Section 5.03 shall be effective and perfected upon entry of the Order, without the necessity
of the execution, recordation of filings by the Debtors of security agreements, control agreements, pledge agreements, financing
statements or other similar documents, or the possession or control by the Administrative Agent, of, or over, any Collateral, as
set forth in the Order.


 


(d) Each Loan Party that is a Debtor hereby
confirms and acknowledges that, pursuant to the Order , the Liens in favor of the Administrative Agent on behalf of and for the
benefit of the Secured Parties in all of the Collateral, now existing or hereafter acquired, shall be created and perfected without
the recordation or filing in any land records or filing offices of any mortgage, assignment or similar instrument.


 






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Section 5.04.       
Information Regarding Collateral.


 


(a)           
The Borrowers will furnish to the Administrative Agent promptly (and in any event within 15 days thereof (or such longer
period as the Administrative Agent may agree)) written notice of any change in (i) the legal name of any Loan Party, as set
forth in its organizational documents, (ii) the jurisdiction of organization or the form of organization of any Loan Party
(including as a result of any merger or consolidation), (iii) the location of the chief executive office of any Loan Party
or (iv) the organizational identification number, if any, and the Federal Taxpayer Identification Number of such Loan Party,
in each case, only with respect to any Loan Party organized under the laws of a jurisdiction that requires such information to
be set forth on the face of a UCC financing statement, of such Loan Party. The Borrowers also agree promptly to notify the Administrative
Agent if any material portion of the Collateral is damaged or destroyed.


 


(b)           If
any material assets are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under
the Collateral Documents that become subject to the Lien of the Collateral Documents upon the acquisition thereof), the
Borrowers will promptly notify the Administrative Agent thereof and will cause such assets to be subjected to a Lien securing
the Loan Document Obligations and will take such actions as shall be necessary or reasonably requested by the Administrative
Agent to satisfy the Collateral and Guarantee Requirement, including to grant and perfect such Lien, all at the expense of
the Borrowers. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in
any Collateral Document, the Loan Parties shall not be required to (A) grant leasehold mortgages, (B) obtain
landlord lien waivers, estoppels, collateral access agreements or bailee agreements, except to the extent delivered pursuant
to the ABL Credit Agreement or related loan documents, (C) enter into Control Agreements in respect of any Excluded
Deposit Account, (D) perfect security interests in any assets represented by a certificate of title or (E) enter into any
Collateral Documents governed by the law of a jurisdiction other than the United States.


 


(c)           
If, despite the restrictions set forth in Section 6.02, the Company or any Subsidiary shall grant a Lien on any of
its assets to secure Indebtedness under the ABL Credit Agreement, the Pre-Petition ABL Credit Agreement and the Secured Obligations
are not secured by a Lien on such assets, the Company will (i) promptly notify the Administrative Agent and cause such assets
to be subjected to a Lien securing the Secured Obligations and (ii) take, or cause such Subsidiary to take, as the case may be,
such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee
Requirement, including to grant and perfect such Lien, and to cause such Liens securing Indebtedness under the ABL Credit
Agreement thereof and such Liens securing the Secured Obligations to become subject to the Intercreditor Agreement, all at the
expense of the Loan Parties.


 






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Section 5.05.       
Existence; Conduct of Business. Subject to any required approval by the Court, each Borrower will, and will
cause each Restricted Subsidiary to, do or cause to be done all things reasonably necessary to preserve, renew and keep in full
force and effect (i) its legal existence and (ii) the rights, licenses, permits, privileges, franchises, patents, copyrights,
trademarks and trade names material to the conduct of its business, except in the case of clause (ii) where failure to do
so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect; provided
that the foregoing shall not prohibit any merger, consolidation, liquidation, dissolution, disposition or other transaction permitted
under Section 6.03 or 6.05.


 


Section 5.06.       
Payment of Obligations. To the extent permitted by the Order and the terms thereof, each Borrower will, and
will cause each Restricted Subsidiary to, pay or discharge all its material obligations, including material Tax liabilities (whether
or not shown on a Tax return), before the same shall become delinquent or in default, subject to the Approved Budget (and the Permitted
Variances provided for therein)except where (a) (i) the validity or amount thereof is being contested in good faith by appropriate
proceedings, (ii) the Parent Borrower or such Restricted Subsidiary has set aside on its books reserves with respect thereto
to the extent required by GAAP and (iii) such contest effectively suspends collection of the contested obligation and the
enforcement of any Lien securing such obligation or (b) the failure to make payment would not, individually or in the aggregate,
reasonably be expected to result in a Material Adverse Effect.


 


Section 5.07.        Maintenance
of Properties. Each Borrower will, and will cause each Restricted Subsidiary to, keep and maintain all property material
to the conduct of its business in good working order and condition, ordinary wear and tear excepted, except where the failure
to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.


 


Section 5.08.       
Insurance. Each Borrower will, and will cause each Restricted Subsidiary to, maintain, with financially sound
and reputable insurance companies, insurance in such amounts (with no greater risk retention) and against such risks as are customarily
maintained by companies of established repute engaged in the same or similar businesses operating in the same or similar locations.
Each such policy of liability or casualty insurance maintained by or on behalf of Loan Parties shall (a) in the case of each
liability insurance policy (other than workers’ compensation, director and officer liability or other policies in which such
endorsements are not customary), name the Administrative Agent, on behalf of the Secured Parties, as an additional insured thereunder
and (b) in the case of each casualty insurance policy, contain a loss payable clause or endorsement that names the Administrative
Agent, on behalf of the Secured Parties, as a loss payee thereunder, and the Borrowers will use commercially reasonable efforts
to have each such policy provide for at least 30 days’ (or such shorter number of days as may be agreed to by the Administrative
Agent) prior written notice to the Administrative Agent of any cancellation of such policy.


 






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Section 5.09.       
Books and Records; Inspection and Rights. Each Borrower will, and will cause each Restricted Subsidiary to,
(a) keep proper books of record and account in which full, true and correct (in all material respects) entries in accordance
with GAAP and applicable law 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 (to the extent accompanying the Administrative Agent or
any designated representative thereof) (including employees of the Administrative Agent, any Lender or any consultants, accountants,
lawyers and appraisers retained by the Administrative Agent), upon reasonable prior notice (but in no event more than once each
fiscal year of the Parent Borrower unless an Event of Default has occurred and is continuing), to visit and inspect its properties,
to examine and make extracts from its books and records and to discuss its affairs, finances and condition with its officers and,
accompanied by one or more such officers or their designees if requested by the Borrowers, independent accountants, all at such
reasonable times during normal business hours and as often as reasonably requested. The Borrowers shall have the right to have
a representative present at any and all inspections.


 


Section 5.10.       
Compliance with Laws. Each Borrower will, and will cause each Restricted Subsidiary to, comply with all laws
(including Environmental Laws and orders of any Governmental Authority) applicable to it or its property, except (i) where the
failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect or
(ii) to the extent subject to the Automatic Stay.


 


Section 5.11.       
Bankruptcy Matters.


 


(a)         cause
all proposed (i) “first day” and “second day” (if applicable) orders on a final basis, (ii) orders
(other than the Order) related to or affecting the Loans and other Obligations and the Loan Documents, any other financing or
use of cash collateral, any sale or other disposition of Collateral outside the ordinary course, cash management, adequate
protection, any Plan of Reorganization and/or any disclosure statement related thereto, (iii) orders concerning the financial
condition of the Borrowers or any of their respective Restricted Subsidiaries or other Indebtedness of the Loan Parties or
seeking relief under section 363, 365, 1113 or 1114 of the Bankruptcy Code or section 9019 of the Federal Rules of Bankruptcy
Procedure, and (iv) orders establishing procedures for administration of the Cases or approving significant transactions
submitted to the Court, in each case, proposed by the Loan Parties to be in accordance with and permitted by the terms of
this Agreement and reasonably acceptable to the Required Lenders in their reasonable discretion in all respects, it being
understood and agreed that the forms of orders approved by the Required Lenders (and with respect to any provision that
affects the rights, obligations, liabilities or duties of the Administrative Agent) prior to the Petition Date are in
accordance with and permitted by the terms of this Agreement and are reasonably acceptable in all respects;


 


(b)        
comply in a timely manner with their obligations and responsibilities as debtors in possession under the Order; and


 


(c)        
except as otherwise permitted by an Acceptable Plan or this Agreement, provide prior written notice as soon as reasonably
practicable to the Required Lenders prior to any assumption or rejection of any Loan Party’s or any Subsidiary’s material
contracts or material non-residential real property leases pursuant to Section 365 of the Bankruptcy Code.


 


(d)        
deliver to the Administrative Agent all documents required to be delivered to creditors under the RSA, any applicable restructuring
support agreement or any case stipulation; provided that the Borrower shall not be required to deliver any such documents
provided by any party in interest to the extent that any such document is filed under seal; provided, further, that
such documents that are filed under seal, to the extent permitted by applicable law, shall be provided to the advisors to the Administrative
Agent on a professional eyes’ only basis.


 


(e)        
comply with each of the Required Milestones contained on Schedule 5.11 upon the terms and at the times provided for
therein.


 






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Section 5.12.       
Maintenance of Ratings. The Borrowers will use commercially reasonable efforts to obtain a rating of the credit
facilities created hereunder by each of S&P and Moody’s within 15 days of the Effective Date, it being understood that
there is no obligation to maintain any particular rating at any time.


 


Section 5.13.       
[Reserved].


 


Section 5.14.       
[Reserved].


 


Section 5.15.       
Conference Calls. The Borrowers will hold and participate in:


 


(a) a monthly conference call for
Lenders to discuss financial information delivered pursuant to Section 5.01. The Borrowers will hold such conference
call following the delivery of the required financial information for such month pursuant to Section 5.01(c) and not
later than two Business Days from the time the Borrowers are required to deliver the financial information as set forth in
Section 5.01(c).


 


(b) weekly conference calls for the Ad Hoc
Committee Advisors to discuss financial information delivered pursuant to Section 5.01(f).


 


Such monthly and weekly calls will occur as
a standing appointment at a time to be mutually agreed upon by the Borrowers and the Lenders or the Ad Hoc Committee Advisors,
as applicable.


 


Article VI


 


Negative
Covenants


 


Until the Commitments shall have expired
or been terminated, the principal of and interest on each Loan and all premiums and fees payable hereunder shall have been paid
in full, each Borrower covenants and agrees with the Lenders that:


 


Section 6.01.       
Indebtedness; Certain Equity Securities.


 


Neither Borrower will, nor will it permit
any Restricted Subsidiary to, create, incur, assume or permit to exist any Indebtedness, except:


 


(a)           
Indebtedness created under the Loan Documents (including, for the avoidance of doubt, the Carve Out) and the Pre-Petition
Loan Documents;


 






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(b)          
Indebtedness existing on the date hereof and set forth on Schedule 6.01;


 


(c)          
unsecured Indebtedness of the Parent Borrower to any Restricted Subsidiary and of any Restricted Subsidiary to the Parent
Borrower or any other Restricted Subsidiary; provided that (i) such Indebtedness shall not have been transferred to
any Person other than the Parent Borrower or any Restricted Subsidiary, (ii) any such Indebtedness owing by any Loan Party
to a Restricted Subsidiary that is not a Loan Party shall be unsecured and subordinated in right of payment to the Loan Document
Obligations and the Pre-Petition Lender Obligations and (iii) any such Indebtedness shall be incurred in compliance with Section 6.04;


 


(d)          
Guarantees incurred in compliance with Section 6.04;


 


(e)          
Indebtedness of the Parent Borrower or any Restricted Subsidiary (i) incurred to finance the acquisition, construction
or improvement of any fixed or capital assets, including Capital Lease Obligations and Synthetic Lease Obligations, provided
that such Indebtedness is incurred prior to or within 270 days after such acquisition or the completion of such construction
or improvement and the principal amount of such Indebtedness does not exceed the cost of acquiring, constructing or improving such
fixed or capital assets or (ii) assumed in connection with the acquisition of any fixed or capital assets; provided
that the aggregate principal amount of Indebtedness permitted by this clause (e) at the time of incurrence thereof shall not
exceed $1,000,000;


 


(f)           
 Indebtedness in respect of netting services, overdraft protections and deposit and checking accounts, in each case, in
the ordinary course of business;


 


(g)          
Indebtedness in respect of letters of credit, bank guarantees and similar instruments issued for the account of the Parent
Borrower or any Restricted Subsidiary in the ordinary course of business supporting obligations under workers’ compensation,
health, disability, unemployment insurance and other social security laws;


 


(h)          
Indebtedness expressly permitted by the Approved Budget (including with respect to any Permitted Variances);


 


(i)           
[reserved];


 


(j)           
Indebtedness under (i) the Pre-Petition ABL Credit Agreement and (ii) if applicable, the ABL Credit Agreement in an aggregate
principal amount not to exceed $400,000,000 at any time outstanding;


 


(k)          
Indebtedness of Loan Parties in respect of surety bonds (whether bid, performance, appeal or otherwise) and performance
and completion guarantees and other obligations of a like nature, in each case incurred in the ordinary course of business;


 


(l)           
[reserved];


 


(m)         
[reserved];


 


(n)          
[reserved];


 






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(o)          
[reserved];


 


(p)          
other unsecured Indebtedness in an aggregate principal amount not to exceed at the time of incurrence thereof $4,000,000;


 


(q)          
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;


 


(r)           
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


 


(s)          
Indebtedness in the form of Swap Agreements permitted under Section 6.07.


 


The accrual of
interest, the accretion of accreted value and the payment of interest or dividends in the form of additional Indebtedness or
Disqualified Stock, as applicable, the accretion of original issue discount, the accretion of liquidation preference and
increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies
shall not be deemed to be an incurrence of Indebtedness or Disqualified Stock for purposes of this Section 6.01.


 


Section 6.02.       
Liens. Neither Borrower will, nor will it permit any Restricted Subsidiary to, create, incur, assume or permit
to exist any Lien on any asset now owned or hereafter acquired, except:


 


(a)          
(i) Liens granted by the Order (including the Carve Out), (ii) Liens created under the Loan Documents or the Pre-Petition
Loan Documents;


 


(b)          
Permitted Encumbrances;


 


(c)          
any Lien on any asset of the Parent Borrower or any Restricted Subsidiary existing on the date hereof and set forth on Schedule 6.02;
provided that (i) such Lien shall not apply to any other asset of the Parent Borrower or any Restricted Subsidiary
and (ii) such Lien shall secure only those obligations that it secures on the date hereof and any extensions, renewals and
refinancing thereof that do not increase the outstanding principal amount thereof;


 


(d)          
[reserved];


 


(e)          
Liens on fixed or capital assets acquired, constructed or improved by the Parent Borrower or any Restricted Subsidiary;
provided that (i) such Liens secure only Indebtedness permitted by Section 6.01(e) and obligations relating thereto
not constituting Indebtedness and (ii) such Liens shall not apply to any other asset of the Parent Borrower or any Restricted
Subsidiary (other than the proceeds and products thereof); provided further that in the event purchase money obligations
are owed to any Person with respect to financing of more than one purchase of any fixed or capital assets, such Liens may secure
all such purchase money obligations and may apply to all such fixed or capital assets financed by such Person;


 






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(f)           
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, solely
to the extent such sale or transfer would have been permitted on the date of the creation of such Lien;


 


(g)          
in the case of (i) any Restricted Subsidiary that is not a wholly-owned Restricted Subsidiary or (ii) the Equity Interests
in any Person that is not a Restricted Subsidiary, any encumbrance or restriction, including any put and call arrangements, related
to Equity Interests in such Restricted Subsidiary or such other Person set forth in the organizational documents of such Restricted
Subsidiary or such other Person or any related joint venture, shareholders’ or similar agreement, in each case, so long as
such encumbrance or restriction is in existence on the Petition Date;


 


(h)          
Liens solely on any cash deposits, escrow arrangements or similar arrangements made by the Parent Borrower or any Restricted
Subsidiary in connection with any letter of intent or purchase agreement for a transaction permitted hereunder;


 


(i)           
 Liens on the Collateral securing Indebtedness permitted by Section 6.01(j) and obligations relating thereto not constituting
Indebtedness; provided that any such Liens are subject to (x) the Order and (y), if such Liens are on assets of the Loan
Parties, the Intercreditor Agreement;


 


(j)           
any Lien on assets of any Foreign Subsidiary (other than any Luxembourg IP Subsidiary); provided that such Lien shall
secure only Indebtedness of such Foreign Subsidiary permitted by Section 6.01 and obligations relating thereto not constituting
Indebtedness;


 


(k)          
other Liens securing Indebtedness or other obligations in an aggregate principal amount at the time of incurrence of such
Indebtedness or other obligations not to exceed $1,000,000;


 


(l)           
non-exclusive licenses of intellectual property granted in the ordinary course of business; and


 


(m)         
Liens in favor of the Pre-Petition Lenders as adequate protection granted pursuant to the Orders.


 


Section 6.03.       
Fundamental Changes; Business Activities.


 


(a)          
Neither Borrower will, nor will it permit any Restricted Subsidiary to, merge into or consolidate with any other Person,
or permit any other Person to merge or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately
after giving effect thereto no Default shall have occurred and be continuing, (i) any Restricted Subsidiary may (x) merge
into the Parent Borrower in a transaction in which the Parent Borrower is the surviving entity and (y) merge into the Subsidiary
Borrower in a transaction in which the Subsidiary Borrower is the surviving entity, (ii) any Person (other the Parent Borrower
or the Subsidiary Borrower) may merge into or consolidate with any Restricted Subsidiary in a transaction in which the surviving
entity is a Restricted Subsidiary and, if any party to such merger or consolidation is a Loan Party, a Loan Party, (iii) [reserved]
and (iv) any Restricted Subsidiary (other than the Subsidiary Borrower) may liquidate or dissolve if the Borrowers determine
in good faith that such liquidation or dissolution is in the best interests of the Borrowers and is not materially disadvantageous
to the Lenders; provided that any such merger or consolidation involving a Person that is not a wholly-owned Restricted
Subsidiary immediately prior to such merger or consolidation shall not be permitted unless it is also permitted by Section 6.04.


 






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(b)          
Neither Borrower will, nor will it permit any of its Restricted Subsidiaries to, engage to any material extent in any business
other than businesses of the type conducted by the Parent Borrower and the Restricted Subsidiaries on the date hereof and businesses
reasonably related or complementary thereto.


 


Section 6.04.       
Investments, Loans, Advances, Guarantees and Acquisitions. Neither Borrower will, nor will it permit any Restricted
Subsidiary to, purchase, hold, acquire (including pursuant to any merger or consolidation), make or otherwise permit to exist any
Investment in any other Person, except:


 


(a)          
 Investments in cash and Cash Equivalents;


 


(b)          
Investments existing on the date hereof or contractually committed to as of the date hereof and set forth on Schedule 6.04
and any extensions thereof (but not any additions thereto (including any capital contributions) made after the date hereof) ;


 


(c)          
Investments by the Parent Borrower and the Restricted Subsidiaries in Equity Interests in their respective subsidiaries;
provided that (i) such subsidiaries are Subsidiaries prior to such Investments, and (ii) in the case of any such Investments by
the Loan Parties in, and loans and advances by the Loan Parties to, Restricted Subsidiaries that are not Loan Parties (excluding
all such Investments, loans, advances and Guarantees existing on the date hereof and permitted by clause (b) above), (A) the aggregate
amount of all such Investments (including loans and advances) permitted pursuant to this clause (c) and pursuant to clauses (d)
and (e) below, taken together, shall not exceed $10,000,000 and (B) in each case, all such Investments (including loans and advances)
shall be (x) made in the ordinary course of business, (y), solely in connection with the operational and compliance needs of the
Parent Borrower and its Restricted Subsidiaries and (z) permitted by the Approved Budget (subject to Permitted Variance);


 


(d)          
loans or advances made by the Parent Borrower to any Restricted Subsidiary or made by any Restricted Subsidiary to the Parent
Borrower or any other Restricted Subsidiary; provided that (i) the Indebtedness resulting therefrom is permitted by
Section 6.01(c) and (ii) the amount of such loans and advances made by the Loan Parties to Restricted Subsidiaries that
are not Loan Parties shall be subject to the limitation set forth in clause (c) above and shall be permitted by the Approved
Budget (subject to Permitted Variance);


 






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(e)          
Guarantees by the Parent Borrower or any Restricted Subsidiary of Indebtedness or other obligations of the Parent Borrower
or any Restricted Subsidiary, solely to the extent (i) arising as a result of any such Person being a joint and several co-applicant
with respect to any letter of credit or letter of guaranty or (ii) of any leases of retail store locations and related obligations
arising thereunder, in each case, in the ordinary course of business; provided that the aggregate amount of Indebtedness
and other obligations of Restricted Subsidiaries that are not Loan Parties that is Guaranteed by any Loan Party shall be subject
to the limitation set forth in clause (c) above and shall be permitted by the Approved Budget (subject to Permitted Variances);


 


(f)           
[reserved];


 


(g)          
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;


 


(h)          
[reserved];


 


(i)           
deposits, prepayments and other credits to suppliers, lessors and landlords made in the ordinary course of business;


 


(j)           
 advances by the Parent Borrower or any Restricted Subsidiary to employees in the ordinary course of business consistent
with past practices for travel and entertainment expenses, relocation costs and similar purposes;


 


(k)          
[reserved];


 


(l)           
Investments in the form of Swap Agreements permitted under Section 6.07;


 


(m)         
investments constituting deposits described in clauses (c) and (d) of the definition of “Permitted Encumbrances”
and endorsements of instruments for collection or deposit in the ordinary course of business;


 


(n)          
other Investments to the extent permitted by and expressly set forth in the Order;


 


(o)          
other Investments in an aggregate amount not to exceed $1,000,000; and


 


(p)          
Investments in respect of actions permitted by Section 6.05(g).


 


For the purposes of this Section, any unreimbursed
payment by the Parent Borrower or any Restricted Subsidiary for goods or services delivered to any Subsidiary shall be deemed to
be an Investment in such Subsidiary.


 






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Section 6.05.       
Asset Sales. Neither Borrower will, nor will it permit any Restricted Subsidiary to, sell, transfer or otherwise
dispose of any asset, including any Equity Interest owned by it, nor will the Parent Borrower permit any Restricted Subsidiary
to issue any additional Equity Interests in such Restricted Subsidiary (other than to the Parent Borrower or any other Restricted
Subsidiary in compliance with Section 6.04, and other than directors’ qualifying shares and other nominal amounts of
Equity Interests that are required to be held by other Persons under applicable law) (each of the foregoing, an “Asset
Sale”), except:


 


(a)          
(i) sales of inventory, (ii) sales, transfers and other dispositions of used, surplus, obsolete or outmoded machinery
or equipment and (iii) contributions of merchandise to charitable organizations, to the extent in the ordinary course of business
and consistent with past practices, (iv) dispositions of Cash Equivalents and (v) use of cash in accordance with the Approved
Budget and pursuant to transactions permitted under this agreement, in each case (other than in the case of clause (iii))
in the ordinary course of business;


 


(b)          
sales, transfers, leases and other dispositions to the Parent Borrower or any Restricted Subsidiary in the ordinary course
of business; provided that any such sales, transfers, leases or other dispositions involving a Restricted Subsidiary that
is not a Loan Party shall be made in compliance with Sections 6.04 and 6.09;


 


(c)          
the sale or discount of accounts receivable arising in the ordinary course of business, but only in connection with the
compromise or collection thereof and not in connection with any financing transaction;


 


(d)          
dispositions of assets subject to any casualty or condemnation proceeding (including in lieu thereof);


 


(e)           
 leases or subleases of real property granted by the Parent Borrower or any Restricted Subsidiary to third Persons not interfering
in any material respect with the business of the Parent Borrower or any Restricted Subsidiary, including, without limitation, retail
store lease assignments and surrenders;


 


(f)           
[reserved];


 


(g)          
in connection with the consolidation of foreign operations of the Parent Borrower and its Subsidiaries, the direct or indirect
transfers or other dispositions by any Restricted Subsidiary of any foreign assets or the Equity Interests of a Foreign Subsidiary
that is a Restricted Subsidiary to (i) with respect to any Luxembourg IP Subsidiary or any non-Loan Party Restricted Subsidiary
with the prior consent of the Required Lenders and (ii) any other Restricted Subsidiary;


 


(h)          
to the extent prior consent of the Required Lenders is received, the elimination or forgiving of intercompany balances in
connection with intercompany restructurings (including dissolutions, liquidations and mergers) between or among the Parent Borrower
and its Restricted Subsidiaries;


 


(i)           
other sales, transfers or dispositions pursuant to an order of the Court which sale, transfer or disposition are consistent
with the Restructuring Support Agreement and the Approved Budget; and


 


(j)           
Specified Dispositions or dispositions expressly identified and provided for in the Approved Budget; and


 


(k)          
sales, transfers and other dispositions of assets that are not permitted by any other clause of this Section in an aggregate
amount equal to a fair market value, as determined by a Responsible Officer of the Parent Borrower reasonably and acting in good
faith, of not more than $1,000,000;


 


provided that all sales, transfers, leases and other
dispositions permitted hereby (other than those permitted by clause (a)(ii), (a)(iii), (b), (c), (d), (g) or (h)) shall be
made for fair value.


 






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Section 6.06.       
Sale/Leaseback Transactions. Neither Borrower will, nor will it permit any Restricted Subsidiary to, enter
into any Sale/Leaseback Transaction, except to the extent such Sale/Leaseback Transaction is entered into in connection with a
Specified Disposition.


 


Section 6.07.       
Swap Agreements. Neither Borrower will, nor will it permit any Restricted Subsidiary to, enter into any Swap
Agreement, other than Swap Agreements entered into in the ordinary course of business to hedge or mitigate risks to which the Parent
Borrower or a Restricted Subsidiary is exposed in the conduct of its business or the management of its liabilities and not for
speculative purposes.


 


Section 6.08.       
Restricted Payments; Certain Payments of Indebtedness.


 


(a)          
Neither Borrower will, nor will it permit any Restricted Subsidiary to, declare or make, or agree to pay or make, directly
or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that:


 


(i)             
the Parent Borrower may declare and pay dividends with respect to its Equity Interests payable solely in additional Equity
Interests (other than Disqualified Stock) of the Parent Borrower;


 


(ii)            
any Restricted Subsidiary may declare and pay dividends or make other distributions with respect to its Equity Interests,
or make other Restricted Payments in respect of its Equity Interests, in each case ratably to the holders of such Equity Interests
(or, if not ratably, on a basis more favorable to the Parent Borrower and the Restricted Subsidiaries);


 


(iii)           
the Parent Borrower may make Restricted Payments pursuant to and in accordance with customary stock option plans or other
equity or benefit plans for management or employees of the Parent Borrower and the Restricted Subsidiaries in effect from time
to time;


 


(iv)           
Restricted Payments made by any Restricted Subsidiary to another non-Restricted Subsidiary
to consummate transactions that would otherwise be permitted by Section 6.04(c);


 


(v)            
the Parent Borrower may make cash payments in lieu of the issuance of fractional shares representing insignificant interests
in the Parent Borrower in connection with the exercise of warrants, options or other securities convertible into or exchangeable
for shares of common stock in the Parent Borrower;


 






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(vi)           
Restricted Payments to Parent Borrower on or around and upon the execution and effectiveness of the RSA to pay fees and
expenses in accordance therewith;


 


(vii)          
[reserved]; and


 


(viii)         
Restricted Payments made to consummate the transactions permitted by Section 6.05(g).


 


(b)          
Neither Borrower will, nor will it permit any Restricted Subsidiary to, make or agree to pay or make, directly or indirectly,
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)             
[reserved];


 


(ii)            
[reserved];


 


(iii)           
 [reserved];


 


(iv)           
[reserved];


 


(v)            
[reserved];


 


(vi)           
payments to the extent provided for in the Approved Budget (including Permitted Variances thereto) and permitted by the
Order, as applicable; and


 


(vii)          
[reserved].


 


(c)          
Neither Borrower will, nor will it permit any of the Restricted Subsidiaries to amend, modify or change in any manner adverse
to the interests of the Lenders any term or condition of any documentation governing Specified Indebtedness; provided that immaterial
amendments of an administrative, ministerial or technical nature may be made so long as contemporaneous written notice thereof
is provided to the Administrative Agent.


 


Section 6.09.       
Transactions with Affiliates. Neither Borrower will, nor will it permit any Restricted Subsidiary to, sell,
lease, license or otherwise transfer any assets to, or purchase, lease, license or otherwise acquire any assets from, or otherwise
engage in any other transactions with, any of its Affiliates, except (a) transactions on terms and conditions not less favorable
to the Parent Borrower or such Restricted Subsidiary than those that would prevail in an arm’s-length transaction with unrelated
third parties, (b) transactions between or among the Parent Borrower and the Restricted Subsidiaries, (c) any Restricted
Payment permitted by Section 6.08 or Investments permitted pursuant to Section 6.04(j), (d) the payment of reasonable
fees and compensation to, and the providing of reasonable indemnities on behalf of, directors and officers of the Parent Borrower
or any Restricted Subsidiary, as determined by the board of directors of the Parent Borrower in good faith, (e) employment contracts
or subscription, put/call arrangements with employees, officers or directors, (f) transactions necessary to make adequate protection
payments on account of secured Pre-Petition Indebtedness pursuant to the Order and (g) the transactions described on Schedule
6.09.


 






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Section 6.10.       
Restrictive Agreements.


 


(a) Neither
Borrower will, nor will it permit any Restricted Subsidiary to, directly or indirectly, enter into, incur or permit to exist
any agreement or other arrangement that restricts or imposes any condition upon (1) the ability of the Parent Borrower
or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its assets to secure the Loan Document
Obligations or (2) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to its
Equity Interests or to make or repay loans or advances to the Parent Borrower or to Guarantee the Loan Agreement; provided
that (i) the foregoing shall not apply to (A) restrictions and conditions imposed by law or by any Loan Document,
(B) restrictions and conditions existing on the Effective Date identified on Schedule 6.10 (but shall apply to any
amendment or modification expanding the scope of any such restriction or condition), (C) customary restrictions and
conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided that such
restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (D) in
the case of any Restricted Subsidiary that is not a wholly-owned Restricted Subsidiary, restrictions and conditions imposed
by its organizational documents or any related joint venture or similar agreement, provided that such restrictions and
conditions apply only to such Restricted Subsidiary and to any Equity Interests in such Restricted Subsidiary,
(E) restrictions and conditions set forth in the Pre-Petition Credit Agreement, Pre-Petition ABL Credit Agreement and,
to the extent applicable, the ABL Credit Agreement, (F) restrictions and conditions imposed by agreements relating to
Indebtedness of Restricted Subsidiaries that are not Loan Parties permitted under Section 6.01 and (G) restrictions
and conditions imposed on cash to secure letters of credit and other segregated deposits that are permitted pursuant to
Section 6.02(h), provided that such restrictions and conditions apply only to such Restricted Subsidiaries that
are not Loan Parties, (ii) clause (a) of the foregoing shall not apply to (A) restrictions or conditions
imposed by any agreement relating to secured Indebtedness permitted by Section 6.01(e) if such restrictions or
conditions apply only to the assets securing such Indebtedness and (B) customary provisions in leases and other
agreements restricting the assignment thereof and (iii) clause (b) of the foregoing shall not apply to restrictions
and conditions imposed by agreements relating to Indebtedness of any Restricted Subsidiary in existence at the time such
Restricted Subsidiary became a Restricted Subsidiary and otherwise permitted under Section 6.01 (but shall apply to any
amendment or modification expanding the scope of, any such restriction or condition), provided that such restrictions
and conditions apply only to such Restricted Subsidiary.


 


(b) Except as permitted pursuant to the
terms of this Agreement and the Order or otherwise consented to by the Required Lenders:


 


(i) Make or permit to be
made any change, amendment or modification, or any application or motion for any change, amendment or modification, to the
Order that is adverse to the Lenders.


 


(ii) Incur, create, assume or
suffer to exist or permit any other superpriority claim which is pari passu with or senior to the DIP Superpriority Claims of the
Administrative Agent, and the Lenders hereunder, except for the Carve Out and, subject to the Intercreditor Agreement, the ABL
Credit Agreement to the extent applicable.


 






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Section 6.11.       
Amendment of Organizational Documents. Neither Borrower will, nor will it permit any Restricted Subsidiary
to, amend, modify or waive any of its rights under its certificate of incorporation, by-laws or other organizational documents,
in either case, to the extent such amendment, modification or waiver would be adverse to the rights or interests of the Lenders
hereunder or under any other Loan Document; provided that immaterial amendments of an administrative, ministerial or technical
nature may be made so long as contemporaneous written notice thereof is provided to the Administrative Agent.


 


Section 6.12.       
Financial Covenants 


 


(a) The Parent Borrower will not permit
Liquidity at any time to be less than $100,000,000.


 


(b) Commencing after the end of the
3rd week following the Effective Date, and solely to the extent that Liquidity is less than $150,000,000, the Parent Borrower
will not permit any negative variance between the Actual Net Cash Flow Amount for any Cumulative Four-Week Period and the
Budgeted Net Cash Flow Amount for such Cumulative Four-Week Period to be greater than 20%.


 


(c) The Parent Borrower will not permit
the amount of cash and Cash Equivalents of non-Loan Party Subsidiaries as of the end of the day on Friday of each calendar week
on deposit in or credited to any account maintained by non-Loan Party Subsidiaries to exceed $45,000,000 in the aggregate for all
non-Loan Party Subsidiaries, excluding from such covenant any payments made (or to be made) from the Maurice business segments
or entities.


 


Section 6.13.       
Accounting Changes. The Parent Borrower will not make any change in the Parent Borrower’s fiscal quarter
or fiscal year other than as required pursuant to GAAP.


 


Section 6.14.       
Sanctions. The Parent Borrower and its Subsidiaries will not, directly or indirectly, use the proceeds of
any Borrowing, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other
individual or entity, to fund any activities of or business with any individual or entity, or in any Designated Jurisdiction, that,
at the time of such funding, is the subject of Sanctions, or in any other manner that will result in a violation by an individual
or entity (including any individual or entity participating in the transaction, whether as Lender, Administrative Agent, or otherwise)
of Sanctions.


 


Section 6.15.       
Anti-Corruption Laws. The Parent Borrower and its Subsidiaries will not, directly or indirectly, use the proceeds
of any Borrowing for any purpose which would breach any Anti-Corruption Laws.


 






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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 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, premium (including the Redemption Premium, if any)
or any other amount (other than an amount referred to in clause (a) of this Article) payable under this Agreement, when and
as the same shall become due and payable, and such failure shall continue unremedied for a period of three Business Days;


 


(c)            any
representation, warranty or certification made or deemed made by the Parent Borrower or any Restricted Subsidiary in this
Agreement or any other Loan Document or any amendment or modification thereof or waiver 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 thereof or waiver thereunder, shall prove to have been materially incorrect
when made or deemed made (or, in the case of any representation or warranty qualified by materiality, incorrect);


 


(d)          
the Borrowers shall fail to observe or perform any covenant, condition or agreement contained in Section 5.01, 5.02(a),
5.03 or 5.05 (with respect to the existence of any Borrower), 5.11 (including the Required Milestones) or in Article VI;


 


(e)          
any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in this Agreement or any
other Loan Document (other than those specified in clause (a), (b) or (d) of this Article), and such failure shall continue
unremedied for a period of 7 Business Days after receipt of written notice thereof from the Administrative Agent;


 


(f)           
except as a result of commencement of the Cases or entry into this Agreement, and, to the extent applicable, the ABL Credit
Agreement, unless the payment, acceleration and/or the exercise of remedies with respect to any such Indebtedness is stayed by
the Court or unless any of the following results from obligations with respect to which the Court prohibits or does not permit
any Loan Party from applicable compliance, the Parent Borrower or any Restricted Subsidiary shall fail to make any payment (whether
of principal, interest, termination payment or other payment obligation and regardless of amount) in respect of any Material Indebtedness
(other than the Loan Document Obligations) when and as the same shall become due and payable (after giving effect to any applicable
grace period);


 






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(g)          
except as a result of commencement of the Cases or entry into this Agreement and, to the extent applicable, the ABL Credit
Agreement, unless the payment, acceleration and/or the exercise of remedies with respect to any such Indebtedness is stayed by
the Court or unless any of the following results from obligations with respect to which the Court prohibits or does not permit
any Loan Party from applicable compliance, (i) any event or condition shall occur that results in any Material Indebtedness becoming
due, or being terminated or required to be prepaid, repurchased, redeemed or defeased, prior to its scheduled maturity, or that
enables or permits (with the giving of notice, if required) the holder or holders of any Material Indebtedness or any trustee or
agent on its or their behalf, or, in the case of any Swap Agreement, the applicable counterparty, to cause any Material Indebtedness
to become due, or to terminate or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled
maturity; provided that this clause (g) shall not apply to (i) any secured Indebtedness that becomes due as a
result of the voluntary sale or transfer of the assets securing such Indebtedness or (ii) any Indebtedness that becomes due
as a result of a voluntary refinancing thereof permitted under Section 6.01; provided, further, that no such
event under the Pre-Petition ABL Credit Agreement or the ABL Credit Agreement, as applicable, shall constitute an Event of Default
under this clause (g) until the earliest to occur of (x) 5 days after the date of such Event of Default (during
which period such Event of Default is not waived or cured), (y) the acceleration of the Indebtedness under the Pre-Petition
ABL Credit Agreement or the ABL Credit Agreement, as applicable, and (z) the exercise of remedies by the ABL Agent in respect
of a material portion of the ABL Priority Collateral, to the extent applicable;


 


(h)          
[reserved];


 


(i)           
[reserved];


 


(j)           
 [reserved];


 


(k)          
except for any order fixing the amount of any Claim in the Cases, one or more judgments for the payment of money in an aggregate
amount in excess of $10,000,000 (to the extent not covered by independent third-party insurance as to which the insurer has been
notified of such judgment and has not denied coverage) shall be rendered against the Parent Borrower or any Restricted Subsidiary,
or any combination thereof, and the same shall remain undischarged for a period of 15 consecutive days during which execution
shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets
of the Parent Borrower or any Restricted Subsidiary to enforce any such judgment;


 


(l)           
one or more ERISA Events shall have occurred that would, individually or in the aggregate, reasonably be expected to result
in a Material Adverse Effect;


 


(m)         
a Change in Control shall occur;


 


(n)          
any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder,
satisfaction in full of all the Loan Document Obligations (other than contingent indemnification claims) or any act or omission
by the Administrative Agent or any Lender, ceases to be in full force and effect; or any Loan Party contests in any manner the
validity or enforceability of any Loan Document; or any Loan Party denies that it has any or further liability or obligation under
any Loan Document, or purports to revoke, terminate or rescind any Loan Document; and


 


(o)          
any Lien purported to be created under any Collateral Document and the Order shall cease to be, or shall be asserted by
any Loan Party not to be, a valid and perfected Lien on any material Collateral, with the priority required by the applicable Collateral
Document, except (i) as a result of the sale or other disposition of the applicable Collateral in a transaction permitted
under the Loan Documents to a Person that is not a Loan Party, (ii) the release thereof as provided in the applicable Collateral
Document or Section 9.16 or consented to under Section 9.02, (iii) as a result of the failure of the Administrative Agent
to (A) maintain possession of any stock certificates, promissory notes or other instruments delivered to it under the Collateral
Agreement or (B) continue in accordance with applicable law the effectiveness of any UCC financing statement or (iv) as to
Collateral constituting real property, to the extent such losses are covered by Lender’s title insurance policy and such
insurer has not denied coverage;


 






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(p)          
the RSA is terminated for any reason, or is modified, amended or waived in any manner materially adverse to the Secured
Parties without the prior consent of the Required Lenders (or the Administrative Agent at the direction of the Required Lenders);


 


(q)           any
Loan Party shall file a motion in the Cases without the express written consent of the Required Lenders (or the
Administrative Agent at the direction of the Required Lenders), (i) to obtain additional financing under Section 364(d) of
the Bankruptcy Code not otherwise permitted under this Agreement or (ii) except as provided in the Order, as the case may be,
to use cash collateral of a Lender under Section 363(c) of the Bankruptcy Code that does not either have the prior written
consent of the Required Lenders (or the Administrative Agent acting at the direction of the Required Lenders) or provide for
the payment of the Loan Document Obligations in full and in cash upon the incurrence of such additional financing;


 


(r)           
an order with respect to any of the Cases shall be entered by the Court (i) appointing a trustee under Section 1104, (ii)
appointing an examiner with enlarged powers relating to the operation of the business (powers beyond those set forth in section
1106(a)(3) and (4) of the Bankruptcy Code) under Section 1106(b) of the Bankruptcy Code, or (iii) converting the Cases to
cases under Chapter 7 of the Bankruptcy Code;


 


(s)          
an order shall be entered by the Court dismissing any of the Cases which does not contain a provision for termination of
all Commitments, and payment in full in cash of all Loan Document Obligations upon entry thereof;


 


(t)           
an order with respect to any of the Cases shall be entered by the Court without the express prior written consent of the
Required Lenders (and with respect to any provisions that affect the rights or duties of the Administrative Agent, the Administrative
Agent), with such consent not to be unreasonably withheld, conditioned or delayed, (i) to revoke, reverse, stay, modify, supplement
or amend the Order in a manner adverse to the Lenders and/or the Administrative Agent or (ii) to permit, unless otherwise
contemplated by the Order, any administrative expense or any Claim (now existing or hereafter arising, of any kind or nature whatsoever)
to have administrative priority equal or superior to the administrative priority of the Loan Parties’ Claims in respect of
the Loan Document Obligations (other than the Carve Out);


 


(u)          
(i) an application for any of the orders described in clause (r) above shall be made by a Loan Party or any such application
shall be made by a Person other than the Loan Parties and such application is not contested by the Loan Parties in good faith or
the relief requested is not withdrawn, dismissed or denied within forty-five (45) days after the filing or (ii) any Person obtains
an order under Section 506(c) of the Bankruptcy Code against the Administrative Agent;


 


(v)          
the entry of an order by the Court terminating or modifying the exclusive right of any Loan Party to file a Plan of Reorganization
pursuant to Section 1121 of the Bankruptcy Code, without the prior written consent of the Required Lenders;


 


(w)         
any Loan Party shall fail to comply with the Order;


 






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(x)             
any order by the Court is entered granting any superpriority claim that is pari passu with or senior to those of the Secured
Parties or any Lien that is senior to the Liens securing the Loan Document Obligations, other than in accordance with the Order;


 


(y)             
the Court enters an order that is adverse in any material respect, when taken as a whole, to the interests of the Administrative
Agent and the Lenders or their respective rights and remedies in their capacities as such under this Agreement or in any of the
Cases;


 


(z)               the
Loan Parties or any of their Subsidiaries, or any person claiming by or through the Loan Parties or any of their
Subsidiaries, obtain court authorization to commence, or commence, join in, assist or otherwise participate as an adverse
party in any suit or other proceeding against any of the Administrative Agent or the Lenders in each case relating to this
Agreement, in each case other than as permitted by the Order;


 


(aa)            
the Court denies confirmation of the Plan, provided, that if the Loan Parties subsequently obtain an order of the Court
approving a plan of reorganization that either (i) proposes to repay in full in cash of all Loan Document Obligations under the
Term Credit Facility, immediately upon the effectiveness thereof, (ii) is, taken as a whole, in form and substance substantially
similar to the Plan of Reorganization or (iii) otherwise is approved by the Required Lenders, an Event of Default shall not occur;


 


(bb)           
The Loan Parties attempts to consummate a sale of substantially all of its assets via a plan of reorganization or a 363
sale without consent of the Required Lenders; or


 


(cc)            
the filing by any of the Loan Parties of a Plan of Reorganization other than an Acceptable Plan;


 


then, notwithstanding anything in Section 362 of the Bankruptcy
Code, but subject to the Order, and in every such event, 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 Borrowers, take either or both of the following actions,
at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately,
(ii) declare the Loans then outstanding to be due and payable in whole, in which case any principal not so declared to be
due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due
and payable, together with accrued interest thereon and all fees, premiums and other obligations of the Borrowers accrued hereunder,
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) exercise on behalf of itself and the Lenders all rights and remedies available
to it and the Lenders under the Loan Documents or applicable Law.


 


Article VIII


 


The
Administrative Agent


 


Each of the Lenders hereby irrevocably appoints
the entity named as Administrative Agent in the heading of this Agreement and its successors to serve as administrative agent and
collateral agent under the Loan Documents, and authorizes the Administrative Agent to take such actions on its behalf, including
execution of the other Loan Documents, and to exercise such powers as are delegated to the Administrative Agent by the terms of
the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Without limiting the generality
of the foregoing, each Lender hereby authorizes the Administrative Agent to consent, on behalf of each Lender, to the Order, each
to be negotiated between the Loan Parties, the Administrative Agent, certain other parties and the statutory committees appointed
pursuant to Sections 327 and 1103 of the Bankruptcy Code.


 






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The Person serving as the
Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may
exercise the same as though it were not the Administrative Agent, and such Person 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 business with the Parent Borrower or any Subsidiary or other Affiliate thereof as if such Person were
not the Administrative Agent hereunder and without any duty to account therefor to the Lenders.


 


The Administrative Agent shall not
have any duties or obligations except those expressly set forth in the Loan Documents, and its duties hereunder shall be
administrative in nature. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be
subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing (and it is
understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other
similar term) with reference to the Administrative Agent is not intended to connote any fiduciary 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), (b) the
Administrative Agent shall not have any duty to take any discretionary action or to exercise any discretionary power, except
discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to
exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be
necessary, or as the Administrative Agent shall believe in good faith to be necessary, under the circumstances as provided in
the Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its
opinion, could expose the Administrative Agent to liability or be contrary to any Loan Document or applicable law, including
for the avoidance of doubt any action that may be in violation of the automatic stay under any debtor relief law, and
(c) 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 the Parent Borrower or any Subsidiary or any
other Affiliate thereof that is communicated to or obtained by the Person serving as Administrative Agent or any of its
Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the
consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary,
or as the Administrative Agent shall believe in good faith to be necessary, under the circumstances as provided in the Loan
Documents) or 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 nonappealable judgment). 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 Borrowers or a Lender, 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 hereunder
or in connection with any Loan Document, (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 creation, perfection or priority of Liens on the Collateral or the existence of the Collateral or (vi) the
satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt
of items expressly required to be delivered to the Administrative Agent or satisfaction of any condition that expressly
refers to the matters described therein being acceptable or satisfactory to the Administrative Agent.


 






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The Administrative Agent shall be entitled
to rely, and shall not incur any liability for relying, upon any notice, request, certificate, consent, statement, instrument,
document or other writing (including any electronic message, internet or intranet website posting or other distribution) believed
by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person (whether or not such Person in
fact meets the requirements set forth in the Loan Documents for being the signatory, sender or authenticator thereof). The Administrative
Agent also shall be entitled to rely, and shall not incur any liability for relying, upon any statement made to it orally or by
telephone and believed by it to be made by the proper Person (whether or not such Person in fact meets the requirements set forth
in the Loan Documents for being the signatory, sender or authenticator thereof), and may act upon any such statement prior to receipt
of written confirmation thereof. In determining compliance with any condition hereunder to the making of a Loan that by its terms
must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to
such Lender, unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of
such Loan. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrowers), independent accountants
and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice
of any such counsel, accountants or experts.


 


The Administrative Agent may perform any
and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more
sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all their
duties and exercise their 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 in connection with the syndication of the credit facilities provided for herein as well as activities
as Administrative Agent. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agents except
to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that the Administrative Agent
acted with gross negligence or willful misconduct in the selection of such sub-agents.


 






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Subject to the terms of this
paragraph, the Administrative Agent may resign at any time, upon thirty days prior notice, from its capacity as such. In
connection with such resignation, the Administrative Agent shall give notice of its intent to resign to the Lenders and the
Borrowers. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the consent of the
Borrower so long as no Event of Default under clauses (a) or (b) of Article VII is continuing, to appoint a successor. If no
successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days
after the retiring Administrative Agent gives notice of its intent to resign, then the retiring Administrative Agent may, on
behalf of the Lenders, appoint a successor Administrative Agent, which shall be a bank with an office in New York, New York,
or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor,
such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring
Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and
under the other Loan Documents. The fees payable by the Borrowers to a successor Administrative Agent shall be the same as
those payable to its predecessor unless otherwise agreed by the Borrowers and such successor. Notwithstanding the foregoing,
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 and the Borrowers, whereupon, on the date of
effectiveness of such resignation stated in such notice, (a) 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, 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 paragraph (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 (b) the Required Lenders shall succeed to
and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, provided
that (i) 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 (ii) all notices and
other communications required or contemplated to be given or made to the Administrative Agent shall also directly be given or
made to each Lender. Following the effectiveness of the Administrative Agent’s resignation from its capacity as such,
the provisions of this Article 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 it was acting as Administrative Agent and in respect of the matters referred to in the proviso under
clause (a) above.


 


Each Lender acknowledges that it has, independently
and without reliance upon the Administrative Agent, any other Lender or the Debtors’ Investment Banker, 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. Each Lender also acknowledges that it will, independently and without reliance
upon the Administrative 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 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.


 






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Each Lender, by delivering its signature
page to this Agreement and funding its Loans on the 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 or the Lenders on the Effective Date.


 


Except with respect to the exercise of setoff
rights of any Lender in accordance with the Loan Documents or with respect to a Lender’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 Loan Document 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 the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or other
disposition, the Administrative Agent or any Lender may be the purchaser or licensor of any or all of such Collateral at any such
sale or other disposition, and the Administrative Agent, as agent for and representative of the Secured Parties (but not any Lender
or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall
be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral
sold at any such public sale, to use and apply any of the Loan Document Obligations as a credit on account of the purchase price
for any collateral payable by the Administrative Agent on behalf of the Secured Parties at such sale or other disposition.


 


The Secured Parties irrevocably authorize
the Administrative Agent, at its option and in its discretion, to subordinate or release 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 a Permitted Encumbrance
or that is permitted by Section 6.02(d), (e), (g) and (h). 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 for any failure to monitor
or maintain any portion of the Collateral.


 


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 shall then be due and payable as herein
expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the
Borrowers) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:


 






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(a)              
to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, and
all other Loan Document 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 and the Administrative Agent (including any claim under Sections 2.10, 2.11, 2.13,
2.14, 2.15 and 9.03) allowed in such judicial proceeding;


 





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


 


(c)              
any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such proceeding is
hereby authorized by each Lender and each 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 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).


 


To the extent required by any applicable
laws (as determined in good faith by the Administrative Agent), the Administrative Agent may withhold from any payment to any Lender
under any Loan Document an amount equivalent to any applicable withholding Tax. Without limiting or expanding the provisions of
Section 2.15, each Lender shall indemnify and hold harmless the Administrative Agent against, and shall make payable in respect
thereof within 10 days after demand therefor, any and all Taxes and any and all related losses, claims, liabilities and expenses
(including fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative
Agent by the IRS or any other Governmental Authority as a result of the failure of the Administrative Agent to properly withhold
Tax from amounts paid to or for the account of such Lender for any reason (including because the appropriate form was not delivered
or not properly executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered
the exemption from, or reduction of withholding Tax ineffective). 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 set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document
against any amount due the Administrative Agent under this paragraph. The agreements in this paragraph shall survive the resignation
and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of
the Commitments and the repayment, satisfaction or discharge of all other Loan Document Obligations.


 


Notwithstanding anything herein to the contrary,
neither the Debtors’ Investment Banker nor any Person (if any) named on the cover page of this Agreement for recognition
purposes only shall have any duties or obligations under this Agreement or any other Loan Document (except in any such Person’s
capacity, as and to the extent applicable, as a Lender), but all such Persons shall have the benefit of the indemnities to the
extent referenced and provided for hereunder.


 


Unless otherwise expressly stated or referred
to in this Article, the provisions of this Article are solely for the benefit of the Administrative Agent and the Lenders, and,
except solely to the extent of the Borrowers’ rights to consent pursuant to and subject to the conditions set forth in this
Article, none of the Borrowers or any other Loan Party shall have any rights as a third party beneficiary of 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 Loan Document Obligations provided under the Loan Documents, to have agreed to the provisions of this Article.


 






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Article IX


 


Miscellaneous


 


Section 9.01.       
Notices.


 


(a)              
Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b)
of this Section), all notices and other communications provided for herein shall be in writing and shall be delivered by e-mail,
hand or overnight courier service, or mailed by certified or registered mail, as follows:


 


(i)                
if to the Borrowers:


 


Ascena Retail Group, Inc.


933 MacArthur Boulevard


Mahwah, New Jersey 07430


Attention: Dan Lamadrid, Executive
Vice President and Chief Financial Officer


E-mail: dan.lamadrid@ascenaretail.com


 


with a copy to:


 


933 MacArthur Boulevard


Mahwah, New Jersey 07430


Attention: Gary Holland, General Counsel
and VP


E-mail: gary.holland@ascenaretail.com


 


With a copy to:


Kirkland & Ellis LLP


2049 Century Park East, Suite 3700


Los Angeles, CA 90067


Attention: David M. Nemecek, P.C.


Email: david.nemecek@kirkland.com


 


(ii)             
if to the Administrative Agent:


 


Alter Domus (US) LLC


225 W. Washington St., 9th Floor


Chicago, IL 60606


Attention: Legal Department and Hendrik van
der Zandt


Email: legal@alterdomus.com and hendrik.vanderzandt@alterdomus.com


 






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with a copy to:


 


Holland & Knight LLP 


150 N. Riverside Plaza, Suite 2700 





Chicago, IL 60606 


Attention: Joshua Spencer 


Email: joshua.spencer@hklaw.com


 


and


 


Milbank LLP


55 Hudson Yards


New York, New York 10001


Attention: Evan Fleck


Email: EFleck@milbank.com


 


(iii)           
if to any other Lender, to it at its address or e-mail address set forth in its Administrative Questionnaire.


 


All such notices and other communications
(i) sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given
when received and (ii) delivered through electronic communications to the extent provided in paragraph (b) of this Section
shall be effective as provided in such paragraph.


 


(b)              
Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communications (including
e-mail and internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that
the foregoing shall not apply to notices under Article II to any Lender if such Lender has notified the Administrative Agent
that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent or the Parent
Borrower (on behalf of the Loan Parties) may, in its discretion, agree to accept notices and other communications to it hereunder
by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited
to particular notices or communications. 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 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 (b)(i) of notification that such notice or communication is
available and identifying the website address therefor.


 


(c)              
Any party hereto may change its address for notices and other communications hereunder by notice to the other parties hereto.


 






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(d)               The
Borrowers agree that the Administrative Agent may, but shall not be obligated to, make any Communication by posting such
Communication on Debt Domain, Intralinks, Syndtrak or a similar electronic transmission system (the
 “Platform”). The Platform is provided “as is” and “as available.” Neither the
Administrative Agent nor any of its Related Parties warrants, or shall be deemed to warrant, the adequacy of the Platform and
each expressly disclaims liability for errors or omissions in 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, or shall be deemed to be made, by the Administrative Agent or
any of its Related Parties in connection with the Communications or the Platform.


 


Section 9.02.       
Waivers; Amendments.


 


(a)              
No failure or delay by the Administrative Agent 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 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 specific purpose for which given. Without limiting the generality of the foregoing, the execution and delivery of this
Agreement or the making of a Loan shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent
or any Lender may have had notice or knowledge of such Default at the time.


 






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(b)               Except
as provided in Sections 9.02(c) and 9.19 and except with respect to the Administrative Agent Fee Letter, none of this
Agreement, any other Loan Document or any provision hereof or thereof may be waived, amended or modified except, in the case
of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrowers, the Administrative Agent
and the Required Lenders and, in the case of any other Loan 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, in each case with the
consent of the Required Lenders, provided that (i) any provision of this Agreement or any other Loan Document may
be amended by an agreement in writing entered into by the Borrowers and the Administrative Agent to cure any technical error,
ambiguity, omission, defect or inconsistency so long as, in each case, the Lenders shall have received at least five Business
Days’ prior written notice thereof and the Administrative Agent shall not have received, within five Business Days of
the date of such notice to the Lenders, a written notice from the Required Lenders stating that the Required Lenders object
to such amendment and (ii) no such agreement shall (A) increase the Commitment of any Lender without the written
consent of such Lender, (B) reduce or forgive the principal amount of any Loan or reduce the rate of interest thereon or
reduce or forgive any interest or fees or premiums (including any prepayment premiums but excluding for the avoidance of
doubt, any mandatory prepayment) payable hereunder without the written consent of each Lender directly affected thereby,
(C) postpone the scheduled maturity date of any Loan, or the date of any scheduled payment of the principal amount of
any Term Loan under Section 2.08, or any date for the payment of any interest or fees or premium 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 directly affected thereby, (D) change Section 2.16(b) or 2.16(c) in a
manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender,
(E) change any of the provisions of this Section or the percentage set forth in the definition of the term
 “Required Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders
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; provided that, with the consent of the Required Lenders, the provisions of this
Section and the definition of the term “Required Lenders” may be amended to include references to any new class
of loans created under this Agreement (or to lenders extending such loans) on substantially the same basis as the
corresponding references relating to the existing Loans or Lenders, (F) release substantially all of the value of the
Guarantees provided by the Guarantors (including, in each case, by limiting liability in respect thereof) created under the
Collateral Agreement without the written consent of each Lender (except as expressly provided in Section 9.16 or the
Collateral Agreement including any such release by the Administrative Agent in connection with any sale or other disposition
of any Subsidiary upon the exercise of remedies under the Collateral Documents), it being understood that an amendment or
other modification of the type of obligations guaranteed under the Collateral Agreement shall not be deemed to be a release
or limitation of any Guarantee, and (G) release all or substantially all the Collateral from the Liens of the Collateral
Documents, without the written consent of each Lender (except as expressly provided in Section 9.16 or the applicable
Collateral Document (including any such release by the Administrative Agent in connection with any sale or other disposition
of the Collateral upon the exercise of remedies under the Collateral Documents), it being understood that an amendment or
other modification of the type of obligations secured by the Collateral Documents shall not be deemed to be a release of the
Collateral from the Liens of the Collateral Documents); provided further that no such agreement shall amend,
modify, extend or otherwise affect the rights or obligations of the Administrative Agent without the prior written consent of
the Administrative Agent. Notwithstanding the foregoing, no consent with respect to any amendment, waiver or other
modification of this Agreement or any other Loan Document shall be required of, in the case of any amendment, waiver or other
modification referred to in clause (ii) of the first proviso of this paragraph, any Lender that receives payment in full
of the principal of and interest accrued on each Loan made by, and all other amounts owing to, such Lender or accrued for the
account of such Lender under this Agreement and the other Loan Documents at the time such amendment, waiver or other
modification becomes effective and whose Commitments terminate by the terms and upon the effectiveness of such amendment,
waiver or other modification.


 


(c)              
Notwithstanding anything herein to the contrary, the Administrative Agent may, without the consent of any Secured Party,
consent to a departure by any Loan Party from any covenant of such Loan Party set forth in this Agreement, the Collateral Agreement
or in any other Collateral Document to the extent such departure is consistent with the authority of the Administrative Agent set
forth in the definition of the term “Collateral and Guarantee Requirement”.


 






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(d)              
The Administrative Agent may, but shall have no obligation to, with the concurrence of any Lender, execute amendments, waivers
or other modifications on behalf of such Lender. Any amendment, waiver or other modification effected in accordance with this Section 9.02
shall be binding upon each Person that is at the time thereof a Lender and each Person that subsequently becomes a Lender.


 





(e)              
 Notwithstanding the foregoing, Exhibit G to this Agreement, the definitions of “Exit Facility Agreement” and
 “Exit Facility Term Sheet” and Section 2.22 (or any other provision which would result in an amendment, restatement,
waiver or modification of any of the foregoing) may be amended, restated, waived or otherwise modified with the prior written consent
of the Required Lenders, the Administrative Agent and the Parent Borrower; provided that to the extent such amendment, restatement,
waiver or other modification would require the consent of any affected “Lender”, all “Lenders” or any other
Person (or requisite class of Persons) under the terms of Exhibit G as in effect on the Effective Date, the prior written consent
of the corresponding affected Lender, all Lenders or such corresponding Person (or requisite class of Persons) under this Agreement
shall be required; provided, further, that the Lenders hereby authorize the Administrative Agent to enter into any amendments to
this Agreement and the other Loan Documents as may be necessary, in the reasonable opinion of the Administrative Agent and the
Borrower, to give effect to the transaction contemplated by Section 2.22 and such other technical or immaterial amendments as may
be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Parent Borrower in connection therewith.


 


Section 9.03.       
Expenses; Indemnity; Damage Waiver.


 


(a)              
The Borrowers shall, jointly and severally, pay (i) all reasonable and documented out-of-pocket expenses incurred by
the Administrative Agent, the Ad Hoc Committee, the Lenders and their respective Affiliates, including the reasonable and documented
out-of-pocket fees, charges and disbursements of one primary counsel for the Administrative Agent, and one primary counsel for
the Ad Hoc Committee, and if deemed necessary by the Administrative Agent or the Ad Hoc Committee, one local counsel for the Administrative
Agent and Ad Hoc Committee, as applicable in each applicable jurisdiction, in connection with the structuring, arrangement and
syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole
or in part, any of the credit facilities provided for herein, including the preparation, execution, delivery and administration
of this Agreement, the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof, the
Order and any transaction contemplated thereby (whether or not the transactions contemplated hereby or thereby shall be consummated)
and any refinancing of the obligations hereunder or any “exit financing” requested by the Loan Parties in connection
with the Chapter 11 Cases (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable
and documented out-of-pocket expenses in connection with the administration of actions related to the Collateral, including any
actions taken to perfect or maintain priority of the Administrative Agent’s Liens on the Collateral, to maintain any insurance
required hereunder, to verify the Collateral, or any audit, inspection, or appraisal related to any Loan Party or the Collateral
and (iii) all out-of-pocket expenses incurred by the Administrative Agent, the Ad Hoc Committee or any Lender, including the
fees, charges and disbursements of any counsel for any of the foregoing, in connection with the enforcement or protection of its
rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made hereunder,
including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.


 






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(b)               The
Borrowers shall, jointly and severally, indemnify the Administrative Agent (and any subagent thereof), 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, liabilities and related
expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted
against any Indemnitee arising out of, in connection with, or as a result of (i) the structuring, arrangement and the
syndication of the credit facilities provided for herein, the preparation, execution, enforcement, delivery and
administration of this Agreement, the other Loan Documents or any other agreement or instrument contemplated hereby or
thereby, the performance by the parties to this Agreement or the other Loan Documents of their obligations thereunder or the
consummation of the Transactions or any other transactions contemplated thereby, (ii) any Loan or the use of the
proceeds therefrom, (iii) any actual or alleged presence or Release of Hazardous Materials on, at, under to or from any
property currently or formerly owned or operated by the Parent Borrower or any of its Subsidiaries, or any Environmental
Liability related in any way to the Parent Borrower or any Subsidiary or (iv) any actual or prospective claim, litigation,
investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and
regardless of whether such proceeding is initiated against or by any party to this Agreement, or any Affiliate thereof, by an
Indemnitee or any third party or 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
(i) are determined by a court of competent jurisdiction by a final and non-appealable judgment to have resulted from the bad
faith, gross negligence or willful misconduct of such Indemnitee, (ii) are determined by a court of competent jurisdiction by
a final and non-appealable judgment to have resulted from a material breach by such Indemnitee of the Loan Documents or (iii)
involve a dispute solely among Indemnitees (other than an action involving (i) alleged conduct by any Borrower or any of its
Affiliates or (ii) against the Administrative Agent in its capacity as such). This Section shall not apply to any Taxes
(other than Other Taxes or any Taxes that represent losses, claims, damages or related expenses arising from any non-Tax
claim).


 


(c)               Each
Lender severally agrees to indemnify and hold harmless the Administrative Agent (or any sub-agent thereof), to the extent
that the Administrative Agent (or any sub-agent) shall not have been timely reimbursed by the Borrowers, based on and to the
extent of such Lender’s pro rata share, for and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind
or nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent (or any sub-agent
thereof) in exercising its powers, rights and remedies or performing its duties hereunder or under the other Loan Documents
or otherwise in its capacity as the Administrative Agent (or any sub-agent thereof) in any way relating to or arising out of
this Agreement or the other Loan Documents; provided, that no Lender shall be liable to the Administrative Agent (or any
sub-agent) for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements resulting from the Administrative Agent’s (or any sub-agent’s) gross negligence or
willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction (it being
understood and agreed that no action taken in accordance with the directions of the Required Lenders (or such other Lenders
as may be required to give such instructions under Article VIII) shall constitute gross negligence or willful misconduct). If
any indemnity furnished to the Administrative Agent (or any sub-agent thereof) for any purpose shall, in the opinion of the
Administrative Agent (or any sub-agent thereof), be insufficient or become impaired, the Administrative Agent (or any
sub-agent ) may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such
additional indemnity is furnished; provided, that in no event shall this sentence require any Lender to indemnify the
Administrative Agent (or any sub-agent thereof) against any liability, obligation, loss, damage, penalty, action, judgment,
suit, cost, expense or disbursement in excess of such Lender’s pro rata share. For purposes hereof, a Lender’s
 “pro rata share” shall be determined based upon its share of the sum of the total outstanding Loans and unused
Commitments at such time (or if such indemnity payment is sought after the date on which the Loans have been paid in full in
accordance with such Lender’s pro rata share immediately prior to the date on which the Loans are paid in full).


 






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(d)              
To the extent permitted by applicable law, (i) the Borrowers shall not assert, or permit any of their respective Affiliates
or Related Parties to assert, and hereby waives, any claim against any Indemnitee for any damages arising from the use by others
of information or other materials obtained through telecommunications, electronic or other information transmission systems (including
the internet)and (ii) none of the Borrowers or any Secured Party shall assert, or permit any of their respective Affiliates
or Related Parties to assert any claims 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 the use of the proceeds thereof.


 


(e)              
All amounts due under this Section shall be payable not later than 10 days after written demand therefor.


 


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, except that (i)  neither Borrower may assign or otherwise transfer any of its rights
or obligations hereunder without the prior written consent of the Administrative Agent and 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. Nothing in this Agreement, expressed or implied, shall
be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby,
Participants (to the extent provided in paragraph (c) of this Section), the Debtors’ Investment Banker (to the extent
provided in Article VIII)and, to the extent expressly contemplated hereby, the sub-agents of the Administrative Agent and the Related
Parties of any of the Administrative Agent and any Lender) any legal or equitable right, remedy or claim under or by reason of
this Agreement.


 






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(b)              
Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more Eligible Assignees
all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans
at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)
of:


 





(i)              
the Borrowers; provided that no consent of Borrowers shall be required (1) for an assignment to a Lender, a
Related Lender, an Affiliate of a Lender or an Approved Fund, (2) if in connection with the Initial Allocation (as defined in
the Commitment Letter) or to Persons who have delivered a joinder and an election agreement to the Ad Hoc Committee Advisors
by August 13, 2020 and (3) if an Event of Default has occurred and is continuing, for any other assignment; provided
further that, the Borrowers shall be deemed to have consented to any such assignment unless it shall object thereto by
written notice to the Administrative Agent within 10 Business Days after having received notice thereof.


 


(ii)            
the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment
of any Loan to a Lender, a Related Lender, an Affiliate of a Lender or an Approved Fund.


 


(iii)           
Assignments shall be subject to the following additional conditions:


 


(A)            
except in the case of an assignment to a Lender, a Related Lender, an Affiliate of a Lender or an Approved Fund or an assignment
of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the 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 and recorded in the Register) shall not be less than $1,000,000 unless each
of the Borrowers and the Administrative Agent otherwise consent; provided that no such consent of the Borrowers shall be
required (i) if an Event of Default has occurred and is continuing or (ii) in connection with the Initial Allocation (as defined
in the Commitment Letter) or to Persons who have delivered a joinder and an election agreement
to the Ad Hoc Committee Advisors by August 13, 2020;


 


(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 an Assignment and Assumption, together
with a processing and recordation fee of $3,500, provided that only one such processing and recordation fee shall be payable
in the event of simultaneous assignments from any Lender or its Approved Funds to one or more other Approved Funds of such Lender;


 


(D)            
the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent all requested “know your customer”
documentation, a duly executed IRS Form W-9 or such other applicable IRS Form, and an Administrative Questionnaire in which the
assignee designates one or more credit contacts to whom all syndicate-level information (which may contain MNPI) will be made available
and who may receive such information in accordance with the assignee’s compliance procedures and applicable law, including
Federal, State and foreign securities laws;


 






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(E)             
 the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent, the Ad Hoc Committee Advisors and
the Company a signed joinder to the Restructuring Support Agreement; and


 


(F)             
each Lender acknowledges and agrees that the Loans, on the one hand, and the unfunded Commitments on the other hand, shall
be held by such Lender in equal percentages and such Loans, on the one hand, and such unfunded Commitments, on the other hand,
are “stapled” to each other, and shall be assigned in equal percentages.


 


(iv)            
Subject to acceptance and recording thereof pursuant to paragraph (b)(v) 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 2.13, 2.14, 2.15 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 Section 9.04(c).


 


(v)            
The Administrative Agent, acting solely for this purpose as a nonfiduciary agent of the Borrowers, shall maintain at one
of its offices a copy of each Assignment and Assumption delivered to it and records of the names and addresses of the Lenders,
and the Commitment of, and principal amount (and stated interest) of the Loans 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 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 and, as to entries pertaining to it, any Lender, at any reasonable time and
from time to time upon reasonable prior written notice.


 


(vi)             Upon
receipt by the Administrative Agent of an Assignment and Assumption executed by an assigning Lender and an assignee, the
assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), all other
information required under (iii)(D) above and the processing and recordation fee referred to in this Section, the
Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the
Register; provided that the Administrative Agent shall not be required to accept such Assignment and Assumption or so
record the information contained therein if the Administrative Agent reasonably believes that such Assignment and Assumption
lacks any written consent required by this Section or is otherwise not in proper form, it being acknowledged that the
Administrative Agent shall have no duty or obligation (and shall incur no liability) with respect to obtaining (or confirming
the receipt) of any such written consent or with respect to the form of (or any defect in) such Assignment and Assumption,
any such duty and obligation being solely with the assigning Lender and the assignee. No assignment shall be effective for
purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph, and following such
recording, unless otherwise determined by the Administrative Agent (such determination to be made in the sole discretion of
the Administrative Agent, which determination may be conditioned on the consent of the assigning Lender and the assignee),
shall be effective notwithstanding any defect in the Assignment and Assumption relating thereto. Each assigning Lender and
the assignee, by its execution and delivery of an Assignment and Assumption, shall be deemed to have represented to the
Administrative Agent that all written consents required by this Section with respect thereto (other than the consent of the
Administrative Agent) have been obtained and that such Assignment and Assumption is otherwise duly completed and in proper
form, and each assignee, by its execution and delivery of an Assignment and Assumption, shall be deemed to have represented
to the assigning Lender and the Administrative Agent that such assignee is an Eligible Assignee.


 






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(vii)         
No such assignment shall be made to the Parent Borrower or any of its Subsidiaries, except as set forth in Section 9.04(e).


 


(c)               (i) Any
Lender may, without the consent of the Borrowers or the Administrative Agent, sell participations to one or more Eligible
Assignees (“Participants”) in all or a portion of such Lender’s rights and obligations under this
Agreement; provided that (A) such Lender’s obligations under this Agreement shall remain unchanged,
(B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and
(C) the Borrowers, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such
Lender in connection with such Lender’s rights and obligations under the Loan Documents. 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
the Loan Documents and to approve any amendment, modification or waiver of any provision of the Loan Documents; 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 or
requires the approval of all the Lenders. The Borrowers agree that each Participant shall be entitled to the benefits of
Sections 2.13, 2.14 and 2.15 (subject to the requirements and limitations therein, including the requirements under
Section 2.15(e) (it being understood that the documentation required under Section 2.15(e) shall be delivered
solely to the participating Lender)) 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 (x) agrees to be subject to the
provisions of Sections 2.16 and 2.17 as if it were an assignee under paragraph (b) of this Section and
(y) shall not be entitled to receive any greater payment under Section 2.13 or 2.15, 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 2.17(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 that such Participant agrees to be subject to Section 2.16(c) as though it were a
Lender.


 






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(i)                
Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers,
maintain records of 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 Commitments or Loans or its
other obligations under this Agreement or any other Loan Document) to any Person except to the extent that such disclosure is necessary
to establish that such Commitment or Loan 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.


 


(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 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.


 


(e)               
Notwithstanding anything to the contrary contained in this Section 9.04 or any other provision of this Agreement, no
Lender shall have the right at any time to sell, assign or transfer all or a portion of the Loans owing to it to the Parent Borrower
or any of its Subsidiaries.


 


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, regardless of any investigation made by any such other party or on its behalf and
notwithstanding that the Administrative Agent, any Lender or any Affiliate of any of the foregoing may have had notice or
knowledge of any Default or incorrect representation or warranty at the time any Loan Document is executed and delivered or
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 and so long as the
Commitments have not expired or terminated. The provisions of Sections 2.13, 2.14, 2.15, 2.16(e) 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 Commitments or the termination of this
Agreement or any provision hereof.


 






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Section 9.06.       
Counterparts; Integration; Effectiveness; Electronic Execution. 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 and the other Loan Documents constitute the entire contract among
the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written,
relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall
have been executed by the Administrative Agent and the Administrative Agent shall have received counterparts hereof that, 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 permitted successors and assigns. Delivery of an executed counterpart of a signature
page of this Agreement by facsimile or other electronic imaging shall be effective as delivery of a manually executed counterpart
of this Agreement. The words “execution,” “signed,” “signature,” “delivery,” and
words of like import in or relating to any document to be signed in connection with this Agreement and the transactions contemplated
hereby or thereby shall be deemed to include Electronic Signatures, deliveries or the keeping of records in electronic form, each
of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof
or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law,
including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records
Act, or any other similar state laws based on the Uniform Electronic Transactions Act.


 


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 is hereby authorized
(notwithstanding the provisions of Section 362 of the Bankruptcy Code, without any application, motion or notice to, hearing before,
or order from, the Court) 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 to or for the credit or the account of any Loan Party against any of and all the Loan Document Obligations held
by such Lender, irrespective of whether or not such Lender shall have made any demand under the Loan Documents and although such
obligations may be unmatured. The applicable Lender shall notify the Borrowers and the Administrative Agent of such set-off or
application; provided that any failure to give or any delay in giving such notice shall not affect the validity of any such
set-off or application under this Section. The rights of each Lender under this Section are in addition to other rights and remedies
(including other rights of setoff) which such Lender may have.


 






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Section 9.09.       
Governing
Law; Jurisdiction; Consent to Service of Process.


 


(a)              
Except to the extent superseded by the Bankruptcy Code, this Agreement shall be construed in accordance with and governed
by the law of the State of New York.


 


(b)              
Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the non-exclusive jurisdiction
of the Court or the Supreme Court of the State of New York sitting in New York County and of the United States District Court of
the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating
to this Agreement or any other Loan Document, or for recognition or enforcement of any judgment, and the Borrowers hereby irrevocably
and unconditionally agree that all claims arising out of or relating to this Agreement or any other Loan Document brought by the
Borrowers or any of their respective Affiliates shall be brought, and shall be heard and determined in the Court, in such New York
State or, to the extent permitted by law, in such Federal court. Each party 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 shall affect any right that the Administrative Agent 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 any of its properties
in the courts of any jurisdiction.


 


(c)              
The Borrowers hereby irrevocably and unconditionally waive, to the fullest extent they may legally and effectively do so,
any objection that 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 (b) 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.


 


(d)              
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 IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS
AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).
EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR 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.


 






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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 and the Lenders agrees to maintain the confidentiality of
the Information (as defined below) with the same degree of care that it uses to protect its own confidential information, but in
no event less than a commercially reasonable degree of care, except that Information may be disclosed (a) to its Related Parties,
including accountants, legal counsel and other agents and 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 required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties
(including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent
required by applicable 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 confidentiality undertakings substantially similar to 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 Related Parties) to any swap or derivative transaction relating to the Parent Borrower
or any Subsidiary or its obligations, (g) on a confidential basis to the CUSIP Service Bureau or any similar agency in connection
with the issuance and monitoring of CUSIP numbers with respect to the credit facilities provided for herein, (h) with the consent
of the Borrowers or (i) 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 or any Lender or any Affiliate of any of the foregoing
on a non-confidential basis from a source other than the Borrowers; provided that, in the case of clause (c) above,
the party disclosing such information shall provide to the Borrowers prior written notice of such disclosure to the extent permitted
by applicable law (and to the extent commercially feasible under the circumstances) and shall cooperate with the Borrowers in obtaining
a protective order for, or other confidential treatment of, such disclosure. For the purposes of this Section, “Information”
means all information received from the Borrowers relating to the Parent Borrower or any Subsidiary or their businesses or the
Collateral.


 


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. Anything contained in this Agreement to the contrary notwithstanding, no
Lender shall be obligated to extend credit to the Borrowers in violation of applicable law.


 


Section 9.14.        USA
Patriot Act Notice. Each Lender and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies
each Loan Party that pursuant to the requirements of the 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 or the Administrative Agent, as applicable, to identify such Loan Party in accordance with such
Act.


 






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Section 9.15.       
Interest Rate Limitation. 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 that are treated as interest on such Loan under applicable
law (collectively the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”)
that 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 Federal Funds Effective Rate to the date of repayment, shall have been received by
such Lender.


 


Section 9.16.       
Release of Liens and Guarantees. A Guarantor (for the avoidance of doubt, other than the Borrowers) shall
be released from its obligations under the Loan Documents, and all security interests created by the Collateral Documents in Collateral
owned by such Guarantor shall be released, upon the consummation of any transaction permitted by this Agreement as a result of
which such Guarantor ceases to be a Restricted Subsidiary (including any voluntary liquidation or dissolution of such Guarantor
in accordance with Section 6.03); provided that, if so required by this Agreement, the Required Lenders shall have
consented to such transaction and the terms of such consent shall not have provided otherwise. Upon any sale or other transfer
by any Loan Party (other than to a Borrower or any other Loan Party or to any other Subsidiary of the Parent Borrower) of any Collateral
in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security
interest created under any Collateral Document in any Collateral pursuant to Section 9.02, the security interests in such
Collateral created by the Collateral Documents shall be automatically released. In connection with any termination or release pursuant
to this Section, the Administrative Agent shall execute and deliver to any Loan Party, at such Loan Party’s expense, all
documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of
documents pursuant to this Section shall be without recourse to or warranty by the Administrative Agent.


 


Section 9.17.        No
Fiduciary Relationship. Each Borrower, on behalf of itself and the Subsidiaries, agrees that in connection with all
aspects of the transactions contemplated hereby and any communications in connection therewith, the Parent Borrower, the
Subsidiaries and its other Affiliates, on the one hand, and the Administrative Agent, the Lenders and their Affiliates, on
the other hand, will have a business relationship that does not create, by implication or otherwise, any fiduciary duty on
the part of the Administrative Agent, the Lenders or their Affiliates, and no such duty will be deemed to have arisen in
connection with any such transactions or communications. The Administrative Agent, the Lenders and their Affiliates may be
engaged, for their own accounts or the accounts of customers, in a broad range of transactions that involve interests that
differ from those of the Parent Borrower, the Subsidiaries and its other Affiliates, and none of the Administrative Agent, the
Lenders or their Affiliates has any obligation to disclose any of such interests to the Parent Borrower, the Subsidiaries or
its other Affiliates. To the fullest extent permitted by law, each Borrower hereby waives and releases any claims that it or
any of its Affiliates may have against the Administrative Agent, the Lenders and their Affiliates with respect to any breach
or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.


 






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Section 9.18.       
Non-Public Information.


 


(a)              
Each Lender acknowledges that all information, including requests for waivers and amendments, furnished by a Borrower or
the Administrative Agent pursuant to or in connection with, or in the course of administering, this Agreement will be syndicate-level
information, which may contain MNPI. Each Lender represents to the Borrowers and the Administrative Agent that (i) it has
developed compliance procedures regarding the use of MNPI and that it will handle MNPI in accordance with such procedures and applicable
law, including Federal, state and foreign securities laws, and (ii) it has identified in its Administrative Questionnaire
a credit contact who may receive information that may contain MNPI in accordance with its compliance procedures and applicable
law, including Federal, state and foreign securities laws.


 


(b)              
The Borrowers and each Lender acknowledge that, if information furnished by the Loan Parties pursuant to or in connection
with this Agreement is being distributed by the Administrative Agent through the Platform, (i) the Administrative Agent may
post any information that the Borrowers have indicated as containing MNPI solely on that portion of the Platform designated for
Private Side Lender Representatives and (ii) if the Borrowers have not indicated whether any information furnished by it pursuant
to or in connection with this Agreement contains MNPI, the Administrative Agent reserves the right to post such information solely
on that portion of the Platform designated for Private Side Lender Representatives. The Borrowers agree to clearly designate all
information provided to the Administrative Agent by or on behalf of the Borrowers that is suitable to be made available to Public
Side Lender Representatives, and the Administrative Agent shall be entitled to rely on any such designation by the Borrowers without
liability or responsibility for the independent verification thereof.


 


Section 9.19.       
Intercreditor Agreement. (a) Each of the Lenders and the other Secured Parties acknowledges that obligations
of the Loan Parties under the ABL Credit Agreement are secured by Liens on assets of the Loan Parties that constitute Collateral
and that the relative Lien priorities and other creditor rights of the Secured Parties and the secured parties under the ABL Credit
Agreement will be set forth in the Intercreditor Agreement. Each of the Lenders and the other Secured Parties hereby acknowledges
that it has received a copy of the Intercreditor Agreement. Each of the Lenders and the other Secured Parties hereby irrevocably
authorizes and directs the Administrative Agent to execute and deliver, in each case on behalf of such Secured Party and without
any further consent, authorization or other action by such Secured Party, the Intercreditor Agreement and any documents relating
thereto.


 


(a)               Each
of the Lenders and the other Secured Parties hereby irrevocably (i) consents to the treatment of Liens provided for under the
Intercreditor Agreement, including to the subordination of the Liens on the ABL Priority Collateral securing the Loan
Document Obligations on the terms set forth in the Intercreditor Agreement, (ii) agrees that, upon the execution and delivery
thereof, such Secured Party will be bound by the provisions of the Intercreditor Agreement as if it were a signatory thereto
and will take no actions contrary to the provisions of the Intercreditor Agreement, (iii) agrees that no Secured Party shall
have any right of action whatsoever against the Administrative Agent as a result of any action taken by the Administrative
Agent pursuant to this Section 9.19 or in accordance with the terms of the Intercreditor Agreement, (iv) authorizes and
directs the Administrative Agent to carry out the provisions and intent of each such document and (v) authorizes and directs
the Administrative Agent to take such actions as shall be required to release Liens on the Collateral in accordance with the
terms of the Intercreditor Agreement.


 






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(b)              
Each of the Lenders and the other Secured Parties hereby irrevocably further authorizes and directs the Administrative Agent
to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action
by such Secured Party, any amendments, supplements or other modifications of the Intercreditor Agreement that the Borrowers may
from time to time request and that are reasonably acceptable to the Administrative Agent (i) to give effect to any establishment,
incurrence, amendment, extension, renewal, refinancing or replacement of any Loan Document Obligations or the Indebtedness under
the ABL Credit Agreement to the extent applicable, (ii) to confirm for any party that the Intercreditor Agreement is effective
and binding upon the Administrative Agent on behalf of the Secured Parties or (iii) to effect any other amendment, supplement or
modification permitted by the terms of the Intercreditor Agreement.


 


(c)              
Each of the Lenders and the other Secured Parties hereby irrevocably further authorizes and directs the Administrative Agent
to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action
by such Secured Party, any amendments, supplements or other modifications of any Collateral Document to add or remove any legend
that may be required pursuant to the Intercreditor Agreement.


 


(d)              
The Administrative Agent shall have the benefit of the provisions of Article VIII with respect to all actions taken
by it pursuant to this Section or in accordance with the terms of the Intercreditor Agreement to the full extent thereof.


 


Section 9.20.       
Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary
in any Loan Document or in any related agreement, arrangement or understanding among the parties hereto, each party hereto acknowledges
that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured,
may be subject to the Write-Down and Conversion Powers of an EEA 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 EEA Resolution Authority to any such liabilities arising hereunder
that may be payable to it by any party hereto that is an EEA Financial Institution; and


 


(b)           
the effects of any Bail-In Action on any such liability, including, if applicable:


 






    107


     


    

 


(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 EEA 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 EEA Resolution
Authority.


 


[Signature pages follow]


 






    108


     


    

 


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


 


	 	PARENT BORROWER:
	 
	 	ASCENA RETAIL GROUP, INC.
	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 


[Signature Page
to the Term Credit Agreement]


 






    


     


    

 


	 	SUBSIDIARY BORROWER:
	 
	 	ANNTAYLOR RETAIL, INC.
	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 


[Signature Page
to the Term Credit Agreement]


 






     


     


    

 


	 	ALTER DOMUS (US) LLC,
	 	as Administrative Agent,
	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 


[Signature Page
to the Term Credit Agreement]


 






    


     


    

 








Schedule 5.11

Required Milestones


 


The Loan Parties shall use their reasonable
best efforts to pursue and implement the Restructuring Transactions as defined in, and in accordance with, the RSA and shall, subject
to the availability of the Court and as such time periods may be extended by the Required Lenders, achieve the following milestones:


 


(a)              
the Petition Date shall have occurred by 11:59 p.m. (Eastern Time) on July 23, 2020;


 


(b)              
the Debtors shall have filed the Rent Deferral Motion (as defined in the RSA) with the Court within three (3) calendar days
of the Petition Date;


 


(c)              
the Court shall have entered the Cash Collateral Order (as defined in the RSA) on an interim basis by the date that is five
(5) Business Days after the Petition Date;


 


(d)              
the Court shall have entered the DIP Financing Order (as defined in the RSA) on a final basis by the date that is fifty
(50) calendar days after the Petition Date;


 


(e)              
the Court shall have entered the Disclosure Statement Order (as defined in the RSA) by the date that is sixty (60) calendar
days after the Petition Date;


 


(f)               
solicitation of the Plan (as defined in the RSA) shall have commenced by the date that is seventy (70) calendar days after
the Petition Date;


 


(g)              
the Court shall have entered the Confirmation Order (as defined in the RSA) by the date that is one hundred ten (110) calendar
days after the Petition Date; and


 


(h)              
the Plan Effective Date (as defined in the RSA) shall have occurred by the date that is one hundred thirty (130) calendar
days after the Petition Date.


 






    


     


    

 







Exhibit B


 


[Attached]


 






    


     


    

 



 


Exit Facility Term Sheet1


 


	Borrowers:	Reorganized Ascena Retail Group, Inc., a Delaware corporation (the “Parent Borrower”) and AnnTaylor Retail, Inc., a Florida corporation (the “Subsidiary Borrower” and, together with the Parent Borrower, the “Borrowers”).
	Administrative Agent and Collateral Agent:	Alter Domus (US) LLC (in its capacity as administrative agent, the “Administrative Agent”, and in its capacity as collateral agent, the “Collateral Agent”).
	Lenders:	Holders of DIP Term Facility Claims will receive First Out Term Loans and, together with other holders of Term Loan Claims, Last Out Term Loans (each as defined below), respectively, as set forth in the Proposed Plan (collectively, the “Lenders”) 






	Term Loan Facility:	
        First lien senior secured term loan facility
        in an aggregate original principal amount of $400 million, denominated in US Dollars, consisting of:

         

        ·     $311.8 million of first-out term loans (the “First Out Term Loan Facility”, the loans thereunder,
the “First Out Term Loans” and the commitments thereunder, the “First-Out Commitments”)
converted in accordance with the Proposed Plan to holders of DIP Term Facility Claims; and

         

        ·     $88.2 million of last-out term loans (the “Last Out Term Loan Facility”, the loans thereunder,
the “Last Out Term Loans” and the commitments thereunder, the “Last-Out Commitments”)
distributed to holders of Term Loan Claims in accordance with the Proposed Plan.

         

        As used herein, “Term
        Loan Facility” means, collectively, the First Out Term Loan Facility and the Last Out Term Loan Facility. “Commitments”
        means, collectively, the First Out Commitments and the Last Out Commitments. “Term Loans” means, collectively,
        the First Out Term Loans and the Last Out Term Loans.

         

        The First Out Term Loans
        will be “first out” in right of payment priority and the Last Out Term Loans will be “last out” in right
        of payment priority (in each case, as between the tranches of Term Loans). The First Out Term Loans and Last Out Term Loans shall
        be secured on a pari passu basis by the same lien on the Collateral (as defined below).

         




 





 




1
Capitalized terms used but not defined in this Exit Facility Term Sheet have the meanings ascribed to them in the Restructuring
Support Agreement, dated as of July 23, 2020 (the “Restructuring Support Agreement”) to which this Exit
Facility Term Sheet is attached or the Proposed Plan attached as Exhibit B to the Restructuring Support Agreement.





 






    1


     


    

 


	Definitive Documentation:	The definitive documentation for the Term Loan Facility (the “Definitive Documentation”) shall, except as otherwise set forth herein, be based on the Term Credit Agreement, dated as of  August 21, 2015 (as amended, supplemented or otherwise modified prior to the date hereof), by and among Ascena Retail Group, Inc., AnnTaylor Retail, Inc., certain subsidiaries of the Parent Borrower party thereto, Goldman Sachs Bank USA, as the administrative agent and the collateral agent, and certain lenders party thereto from time to time (the “Prepetition Term Loan Credit Agreement”), (i) as modified by the terms set forth herein, (ii) subject to modifications to reflect changes in law or accounting standards since the date of such precedent and administrative agency, collateral agency and operational requirements of the Administrative Agent and Collateral Agent and (iii) with such other terms and conditions as may be reasonably agreed between the Borrowers and the Required Consenting Stakeholders; provided that, except as otherwise agreed by the Required Consenting Stakeholders, the Definitive Documentation shall be substantially consistent with the documentation governing the Exit ABL Facility (other than (i) provisions that are specific to asset-based facilities, (ii) the financial covenants applicable thereto, (iii) cross-defaults with respect to the Term Loan Facility and (iv) such other terms mutually agreed between the Borrowers and the Required Consenting Stakeholders).  The Definitive Documentation shall be negotiated in good faith within a reasonable time period to be determined based on the expected date of Bankruptcy Court’s entry into the Confirmation Order, with initial drafts of the Definitive Documentation to be prepared by counsel for the Consenting Stakeholders, which is Milbank LLP. This paragraph, collectively, is referred the here as the “Documentation Principles”.



 






    2


     


    

 


	Maturity Date:	
        First Out Term Loans: 4 years after the
        Effective Date (the “First Out Maturity Date”).

         

        Last Out Term Loans: 5 years after the
        Effective Date (the “Last Out Maturity Date”).

         

	Amortization:	
        First Out Term Loans: Commencing with the
        last day of the first full calendar quarter following the Effective Date, the outstanding principal amount of the First Out Term
        Loans will be payable on each calendar quarter in equal amounts of (i) for each calendar quarter occurring on or prior to the second
        anniversary of the Effective Date, 1.00% per annum and (ii) for each calendar quarter thereafter, 3.00% per annum,
        in each case of the original principal amount of the First Out Term Loans, with the remaining balance, together with all other
        amounts owed with respect thereto, payable on the First Out Maturity Date, subject to reduction pursuant to the prepayment provisions
        to be mutually agreed in the Definitive Documentation.

         

        Last Out Term Loans: The outstanding principal
        amount of the Last Out Term Loans will be payable on each calendar quarter in equal amounts of 1.00% per annum of the original
        principal amount of the Last Out Term Loans, with the remaining balance, together with all other amounts owed with respect thereto,
        payable on the Last Out Maturity Date .

         

	Voluntary Prepayments:	
        The Borrowers may make voluntary prepayments
        of the Term Loans, in each case, other than in connection with a repricing event, without premium or penalty, subject to reimbursement
        of the Lenders’ redeployment costs in the case of a prepayment of LIBOR borrowings other than on the last day of the relevant
        interest period.

         

	Mandatory Prepayments:	
        Substantially similar to the Prepetition
        Term Loan Credit Agreement, subject to the Documentation Principles; provided that no prepayment shall be required pursuant to
        Section 2.09(c) thereof for any Excess Cash Flow (as defined in the Prepetition Term Loan Credit Agreement).

         



 






    3


     


    

 


	Interest:	
        With respect to the First Out Term Loans,
        at the Parent Borrower’s election:

         

        ·      ABR (defined in a manner substantially similar to the Prepetition Term Loan Credit Agreement) plus 10.75% per annum
in cash or Adjusted LIBO Rate (defined in a manner substantially similar to the Prepetition Term Loan Credit Agreement) plus
11.75% per annum in cash (subject to a 0.00% per annum floor on ABR and a 1.00% per annum floor on the Adjusted LIBO
Rate) .

         

        With respect to the Last
        Out Term Loans, at the Parent Borrower’s election:

         

        ·             prior to the second anniversary of the Effective Date, ABR plus 2.00% per annum in cash and 8.00% per annum
        in kind (“PIK”) or Adjusted LIBO Rate plus 2.50% per annum in cash and 8.50% PIK, and thereafter,
        ABR plus 10.00% per annum in cash or Adjusted LIBO Rate plus 11.00% per annum in cash (in each case
        subject to a 0.00% per annum floor on ABR and a 1.00% per annum floor on the Adjusted LIBO Rate).

         

	Prepayment Premium	NC1/106.375%/103.1875%/par, with the Make-Whole Amount payable at an amount equal to the present value of the amount of interest that would have been paid on the principal amount of the Loans to and including the 3.5 year anniversary of the Closing Date (in each case, calculated on the basis of the interest rate with respect to the Loans then in effect, on a quarterly basis and on the basis of actual days elapsed over a year of three hundred sixty-five (365) days). The present value calculation shall be calculated using the discount rate equal to the Treasury Rate as of such repayment or prepayment date or date of required repayment plus fifty (50) basis points. The Prepayment Premium and Make-Whole Amount shall be payable upon any repricing event or acceleration. The Definitive Documentation shall contain a “Momentive” provision satisfactory to the Required Consenting Stakeholders.



 






    4


     


    

 


	Guarantees:	
        All obligations of
        the Borrowers under the definitive credit agreement for the Term Loan Facility (the “Exit Credit Agreement”)
        and the related guarantee and collateral agreement, mortgage agreements and other collateral documents (together with the Exit
        Credit Agreement, the “Loan Documents”) (collectively, the “Borrowers Obligations”)
        will be unconditionally guaranteed jointly and severally on a senior basis (the “Guarantees”) by the
        direct parent of the Borrower and each existing and subsequently acquired or organized direct or indirect Material Domestic Subsidiary,
        Material Foreign Subsidiary and, notwithstanding anything to the contrary herein, (x) each Luxembourg subsidiary, (y) each guarantor
        party to the Prepetition Term Loan Credit Agreement and (z) each subsidiary owning material intellectual property (or owning subsidiaries
        which own material intellectual property) or material real property of the company (the “Subsidiary Guarantors”,
        together with the Borrowers, the “Loan Parties”); provided that, notwithstanding anything to the contrary
        herein, (i) the guarantor exclusions shall be limited to (a) immaterial domestic subsidiaries, (b) immaterial foreign subsidiaries
        (which, for avoidance of doubt, will not include any Luxembourg subsidiaries), (c) bona fide joint ventures with third parties,
        (d) any subsidiary that is prohibited by applicable law, rule or regulation or by any contractual obligation at the time such person
        becomes a subsidiary (and not entered into in contemplation of this clause (d) and for so long as such prohibition or restriction
        remains in effect), as applicable, from granting a guarantee or which would require governmental (including regulatory) consent,
        approval, license or authorization to provide such guarantee unless such consent, approval, license or authorization has been received,
        (e) any subsidiary acquired pursuant to an acquisition or other investment permitted by the Definitive Documentation that has assumed,
        permitted secured indebtedness not incurred in contemplation of such acquisition or other investment and any subsidiary thereof
        that guarantees such secured indebtedness, in each case to the extent and for so long as such secured and (f) circumstances where
        the Borrowers and the Administrative Agent reasonably agree that the cost of providing such a guarantee is excessive in relation
        to the value afforded thereby and (ii) the Definitive Documentation shall not permit any unrestricted subsidiaries.

         

        "CFC" shall mean any direct or indirect Foreign
        Subsidiary of any Borrower that is a "controlled foreign corporation" within the meaning of Section 957 of the Internal
        Revenue Code of 1986, as amended (the “Code”).

         




 






    5


     


    

 


	 	
         

        “CFC Holdco”
        shall mean any direct or indirect subsidiary of any Borrower, which subsidiary is treated as a disregarded entity for U.S. federal
        income tax purposes and substantially all of the assets of which consist of the equity interests in and/or indebtedness issued
        by one or more Foreign Subsidiaries that are CFCs.”

         

        “Material
        Domestic Subsidiary” shall be defined to include any subsidiary organized in the U.S. with total assets or EBITDA
        in excess of 2.5% of the total assets or EBITDA of the Parent Borrower and its subsidiaries on a consolidated basis; provided,
        that at no time shall the aggregate total assets or EBITDA of all Material Domestic Subsidiaries, taken together, account for more
        than 5.0% of the total assets or EBITDA of the Parent Borrower and its subsidiaries on a consolidated basis.

         

        “Material
        Foreign Subsidiary” shall be defined to include any Luxembourg subsidiary and any other subsidiary organized in a
        non-U.S. jurisdiction where the total assets or EBITDA associated with such jurisdiction (in the aggregate for all subsidiaries
        organized therein) exceeds 2.5% of the total assets or EBITDA of the Parent Borrower and its subsidiaries on a consolidated basis.
        Notwithstanding the foregoing or anything to the contrary in this term sheet, any guarantee granted by any CFC shall be terminated
        (and no more than 65% of the voting stock of any Material Foreign Subsidiary shall be Collateral) for so long as such guarantee
        and/or pledge of the additional Collateral shall cause (or is reasonably expected to cause) any U.S. shareholder of such CFC to
        include in income for any year any Section 956 Income that is in excess of the Income Threshold (as defined below).

         

        Notwithstanding the
        foregoing or anything to the contrary in this term sheet, any guarantee granted by any CFC Holdco shall be terminated (and no more
        than 65% of the voting stock of any CFC Holdco shall be Collateral) for so long as such guarantee and/or pledge of the additional
        Collateral shall cause (or is reasonably expected to cause) any U.S. shareholder of such CFC Holdco to include in income for any
        year an amount (after accounting for any reduction under the rules of Treas. Reg. § 1.956-1 and Section 245A of the Code)
        under Section 956 of the Code (“Section 956 Income”) that is in excess of the Income Threshold. The “Income
        Threshold” shall mean, with respect to any CFC Holdco or CFC, as applicable, an amount to be mutually agreed.

         

        “subsidiary(ies)”
        has the meaning assigned to such term in the Pre-Petition Credit Agreement.



 






    6


     


    

 


	Security:	
        Subject to the intercreditor agreement
        described below under “Intercreditor Agreement” and other customary limitations and exclusions to be
        mutually agreed, the Borrowers Obligations and the Guarantees (collectively the “Secured Obligations”)
        will be secured on a first priority basis by substantially all assets of the Loan Parties (collectively, the “Collateral”);
        provided that, notwithstanding anything to the contrary set forth herein (i) all cash and cash equivalents held in accounts (other
        than customary excluded accounts) in the name of any Loan Party shall be subject to account control agreements in favor of the
        Collateral Agent (or for so long as the Exit ABL Facility and ABL Intercreditor are in effect, in favor of the ABL Agent), (ii)
        all equity in the Borrowers, all domestic (including immaterial) subsidiaries, all Luxembourg subsidiaries, all foreign subsidiaries
        and all Material Foreign Subsidiaries shall at all times be included in the Collateral and (iii) all material intellectual property
        and material real property shall at all times be included in the Collateral. The pledge of, security interest in, and mortgages
        on, the Collateral granted by each Loan Party shall secure its own respective Secured Obligations.

         

        All of the foregoing described in this
        section and the “Guarantees” section above, the “Collateral and Guarantee Requirement”.

         




 






    7


     


    

 


	Conditions to Borrowings:	
        The availability
        of the Term Loans under the Exit Credit Agreement will be subject solely to satisfaction (or waiver) of the following conditions
        (the date on which such conditions are satisfied (or waived) being the “Effective Date”):

         

        ·      execution and delivery of the Definitive Documentation to be delivered at closing;

         

        ·      delivery
of promissory notes to the Lenders, if requested at least two (2) Business Days before the Effective Date;

         

        ·      delivery of board resolutions and organizational documents of the Loan Parties;

         

        ·     
        delivery of incumbency/specimen signature certificate of the Loan Parties;

         

        ·             delivery of customary legal opinions by counsel to the Borrowers;

         

        ·      there shall not have occurred since the Petition Date any event or condition that has had or would be reasonably expected,
either individually or in the aggregate, to have a Material Adverse Effect (for purposes of this condition, defined in a manner
based on the Prepetition Term Loan Credit Agreement but including a proviso stating that in determining whether a “Material
Adverse Effect” has occurred or exists under clause (a) thereof, the impacts of the chapter 11 cases and of COVID-19 on
the assets, business, financial condition or results of operations on the Loan Parties or any of their respective Subsidiaries
will be disregarded (provided that this exception shall not apply to the extent that it is materially disproportionately adverse
to the Parent Borrower and its Restricted Subsidiaries, taken as a whole, as compared to other companies in the same industry
in which the Parent Borrower and its Restricted Subsidiaries operate));

         

        ·      the Administrative Agent shall have received a certificate (in substantially the same form as the corresponding certificate
delivered in connection with the Prepetition Term Loan Credit Agreement) of the chief financial officer (or financial officer
in a similar role) of the Parent Borrower, stating that it and its subsidiaries, taken as a whole, as of the Effective Date, are
solvent, in each case, after giving effect to the consummation of the Plan;

         




 






    8


     


    

 





	 	
        ·      all fees due to the Administrative Agent, Collateral Agent and Lenders including advisors to the Consenting Stakeholders, Greenhill
        & Co. and Milbank LLP, shall have been paid (or shall have been caused to be paid), and all expenses to be paid or reimbursed
        to the Administrative Agent, Collateral Agent and Lenders that have been invoiced at least three (3) Business Days prior to the
        Effective Date shall have been paid (or shall have been caused to be paid);

         

        ·      the Loan Parties shall have provided the documentation and other information to the Administrative Agent that are required by regulatory
        authorities under applicable “know-your-customer” rules and regulations, including the Patriot Act, at least three
        (3) Business Days prior to the Effective Date (or such later date agreed to by the Administrative Agent) to the extent requested
        ten (10) days prior to the Effective Date;

         

        ·      the Bankruptcy Court shall have entered (A) the Confirmation Order and (B) one or more orders authorizing and approving the extensions
        of credit in respect of the Exit Credit Agreement, each in the amounts and on the terms set forth herein, and all transactions
        contemplated by the Exit Credit Agreement, and, in each case, such orders shall be in full force and effect and shall not have
        been stayed, reversed, vacated or otherwise modified;

         

        ·      the Collateral and Guarantee Requirement (excluding certain customary post-closing items to be mutually agreed) shall have been
        satisfied or waived and the Intercreditor Agreement and the Agreement Among Lenders shall have been executed and delivered and
        be in full force and effect;

         

        ·      the effective date under the Plan shall have occurred, or contemporaneous with the conversion of the DIP Term Facility to the Term
        Loan Facility shall occur, and all conditions precedent thereto as set forth therein shall have been satisfied or waived (including
        (x) the issuance to (i) the holders of DIP Term Facility Claims of 44.9% of the New Common Stock, subject to dilution from the
        Management Incentive Plan and (ii) the holders of Term Loan Claims of 55.1% of New Common Stock (subject to reduction for New Common
        Stock distrusted in accordance with the following clause (y)) and (y) each holder of a Term Loan Claim that is a Required Consenting
        Stakeholder (including through any of its Related Parties) having received its pro rata share of an amount of New Common Stock
        equal to $7.5 million, in each case shall have occurred substantially contemporaneously with the closing of the Term Loan Facility);



 






    9


     


    

 


	 	
        ·      the Pre-Petition ABL Credit Agreement shall have been replaced with a new credit agreement providing asset-based lending facilities
        for working capital and other general corporate purposes of the Borrowers and its subsidiaries on terms and conditions reasonably
        acceptable to the Required Consenting Stakeholders (any such credit agreement, the “Exit ABL Credit Agreement”,
        and the facility in place as of the Effective Date under either the Pre-Petition ABL Credit Agreement or the ABL Credit Agreement,
        the “Exit ABL Facility”);

         

        ·      (i) with respect to Catherine’s business segment either completion of a liquidation or consummation of a sale transaction
        as a going concern to a third party on terms satisfactory to the Required Consenting Stakeholders, and (ii) with respect to the
        Justice business segment, either completion of a liquidation, consummation of a sale transaction as a going concern to a third
        party or consummation of a reorganization of the business segment, in each case on terms reasonably satisfactory to the Required
        Consenting Stakeholders, in each case on or prior to the Effective Date;

         

        ·      minimum pro forma Liquidity (as defined in the DIP Term Facility), calculated after giving effect to the restructuring transactions
        and effectiveness of the Plan, of at least $150 million (pro forma for the occurrence of the Effective Date and related transactions,
        including after taking into account all restructuring expenses (including professional fees) that are paid post emergence and the
        availability of the Exit ABL Facility and any incurrence of loans thereunder);




 






    10


     


    

 


	 	
        ·      with respect to store leases which are not rejected, aggregate annual cost savings for FY2020 of at least $18 million, calculated
        in a manner consistent with how “Occupancy Cost Savings” are calculated in the Real Estate Services Agreement dated
        as of May 1, 2020 by and between A&G Realty Partners, LLC and the Parent Borrower;

         

        ·      with respect to the Premium segment and Lane Bryant (in aggregate), the number of store closures that shall have occurred prior
        to the Effective Date shall be consistent with the closures anticipated under the Company’s business plan provided to the
        Ad Hoc Committee Advisors (as determined by the Ad Hoc Committee Advisors in their reasonable discretion) or as otherwise consented
        to by the Required Consenting Stakeholders;

         

        ·      all pre-Petition transfers of intellectual property to the LuxCo Entities shall have been unwound and all licensing arrangements
        with respect thereto shall have been cancelled, in each case on terms reasonably satisfactory to the Required Consenting Stakeholders
        and all such intellectual property shall be owned and registered in the name of Annco, Inc., unless the Required Consenting Stakeholders
        and the Company mutually agree that the cost, difficulty, burden or consequences of such transfer and/or cancelation exceeds the
        practical benefits to the Lenders afforded thereby and cannot be completed in a tax efficient manner;

         

        ·      the accuracy of representations and warranties in all material respects (without duplication of any materiality qualifier) on the
        Effective Date (except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which
        case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality
        qualifier) as of such earlier date; and

         

        ·      the absence of the existence of any default or event of default.




 






    11


     


    

 


	Representations and Warranties:	Substantially similar to the Prepetition Term Loan Credit Agreement, subject to the Documentation Principles.
	Affirmative Covenants:	Usual and customary, subject to the Documentation Principles; provided that (i) financial reporting shall include (a) unaudited monthly internally generated financial statements and “flash reports”, together with certain KPI reports for each banner to be agreed (with such KPI report requirement to fall away upon the Parent Borrower and its subsidiaries achieving a consolidated total leverage ratio for four (4) consecutive fiscal quarters of not more than 1.50:1.00, (b) unaudited quarterly (for all four quarters) and audited annual financial statements, (c) quarterly MD&A and (d) an annual budget, (ii) the annual lender call referenced therein shall be revised to quarterly lender calls and (iii) the Parent Borrower shall use commercially reasonable efforts to obtain credit ratings by each of Standard & Poor’s Rating Services and Moody’s Investors Service, Inc. prior to the Effective Date, it being understood that there shall be no obligation to maintain any particular rating at any time. 
	Negative Covenants:	Usual and customary, subject to the Documentation Principles and subject to customary and usual exceptions, qualifications and “baskets” to be mutually agreed and set forth in the Exit Credit Agreement, which shall include a customary cumulative credit basket. 






	Financial Covenant:	
        First Out Term Loans:

         

        ·      Total
leverage ratio at levels to be agreed amongst the Company and the Initial Consenting Stakeholders, which shall be tested quarterly
commencing at the end of the first full fiscal quarter following the Effective Date.

         

        ·      Minimum liquidity covenant, which shall take into account unrestricted cash and ABL availability (based on
        borrowing base) at levels to be agreed amongst the Company and the Required Consenting Stakeholders, which shall be
        maintained at all times.

         

        ·      All expenses in connection with the Chapter 11 filing shall be added back to the calculation of EBITDA (to be defined in
the Definitive Documentation, subject to the Documentation Principles). Component definitions for determining total leverage ratio
are to be agreed amongst the Company and the Required Consenting Stakeholders.

         

        Last Out Term Loans: total leverage ratio,
        subject to a cushion relative to the First Out Term Loan levels that is acceptable to the Company and the Required Consenting Stakeholders.




 






    12


     


    

 


	Unrestricted Subsidiaries:	None.
	Events of Default:	Usual and customary for transactions of this type, subject to the Documentation Principles and to include a full cross-default to the Exit ABL Facility. Defaults in respect of a Financial Covenant shall be subject to customary equity cure rights.
	Voting:	Usual and customary for transactions of this type, subject to the Documentation Principles and the Agreement Among Lenders, but with First Out Lenders and Last Out Lenders voting as a single class; provided that (i) there shall be no limitation on voting by lenders that are affiliates of the Borrowers and (ii) any majority lender vote shall require the affirmative vote of at least two un-affiliated institutions.
	Required Lenders	Lenders having Term Loans outstanding that, taken together, represent more than 50% of the sum of all Term Loans outstanding at such time.
	Intercreditor Agreement:	Usual and customary for transactions of this type, subject to the Documentation Principles and based on that certain ABL Intercreditor Agreement, dated as of  August 21, 2015, among the ABL Agent, the Term Loan Agent, and the other parties thereto, except as otherwise agreed by the Required Consenting Term Loan Lenders.



 






    13


     


    

 


	Agreement Among Lenders:	To be entered into among the lenders under the First Out Term Loan Facility, the lenders under the Last Out Term Loan Facility and the Parent Borrower or, to be set forth in the Exit Credit Agreement and to provide that, with respect to any amendment, waiver, consent or other action, including the exercise of remedies or the provision of future DIP financings, the Last Out Lenders shall vote in the same manner as the First Out Lenders, other than with respect to amendments, waivers, consents or with respect to certain economic terms which are customarily all-lender votes.
	Cost and Yield Protection:	Usual and customary for transactions of this type, subject to the Documentation Principles.
	Defaulting Lenders:	Usual and customary for transactions of this type, subject to the Documentation Principles.
	Assignments and Participations:	Usual and customary for transactions of this type, subject to the Documentation Principles and permitting loan buy-backs and Dutch auctions on customary terms; provided that there shall be no restrictions on holdings by lenders that are affiliates of the Borrowers.   
	Refinancing, Extension and Replacement Facilities	Usual and customary provisions providing for the ability to refinance, extend or replace loans or any class of loans under the Term Loan Facility from time to time, in whole or part, with one or more new debt facilities.
	Expenses and Indemnification:	Usual and customary for transactions of this type, subject to the Documentation Principles (including, but limited to, the reasonable fees and expenses of no more than one counsel to the Required Lenders (other than the Administrative Agent), which counsel shall be Milbank LLP, and one counsel to the Administrative Agent and one local counsel for the Required Lenders in each relevant jurisdiction (other than the Administrative Agent) and one local counsel for the Administrative agent in each relevant jurisdiction.
	Governing Law and Forum:	New York.


 






    14


     


    

 


EXHIBIT D


 


Exit Facility Term Sheet


 


[Attached as Exhibit B to the Backstop
Commitment Letter]


 






    


     


    

 



EXHIBIT G


 


Chapter 11 Plan


 


[Attached]


 






    


     


    

 


IN THE UNITED STATES BANKRUPTCY COURT

FOR THE EASTERN DISTRICT OF VIRGINIA

RICHMOND DIVISION


 


	 	)	 
	In re:	)	Chapter 11
	 	)	 
	ascena retail group, inc., et al.,1	)	Case No. 20-33113 (KRH)
	 	)	 
	Debtors.	)	(Jointly Administered)
	 	)	 
	 	 	 
	
        AMENDED JOINT CHAPTER 11 PLAN

        OF ASCENA RETAIL GROUP, INC. AND
        ITS DEBTOR AFFILIATES



 


	


        Nothing
        contained herein shall constitute an offer, acceptance,

        COMMITMENT,
        or legally binding obligation of the Debtors, ANY OF THE

        RESTRUCTURING
        SUPPORT PARTIES, or any other party in interest.

         

        YOU SHOULD NOT RELY ON THE INFORMATION
        CONTAINED IN, OR THE TERMS OF, THIS PLAN

        FOR ANY PURPOSE PRIOR TO THE CONFIRMATION
        OF THIS PLAN BY THE BANKRUPTCY COURT.

         

        This
        Plan is subject to approval by the BANKRUPTCY Court and other

        customary
        Conditions. This Plan is not an offer with respect to any securities.




        



 


	KIRKLAND & ELLIS LLP	
        COOLEY LLP

        Cullen D. Speckhart (VSB 79096)

        Olya Antle (VSB 83153)

        Admitted to practice in Virginia; Not
        admitted to practice in DC, supervised by members of DC bar

        1299 Pennsylvania Avenue, NW, Suite 700

        Washington, DC 20004-2400

        Telephone:     (202) 842-7800

        Facsimile:       (202) 842-7899

	KIRKLAND & ELLIS INTERNATIONAL LLP
	Edward O. Sassower, P.C. 
	Steven N. Serajeddini, P.C. (admitted pro hac vice)
	601 Lexington Avenue
	New York, New York 10022
	Telephone:      (212) 446-4800
	Facsimile:       (212) 446-4900
	-and- 
	John R. Luze (admitted pro hac vice)
	300 North LaSalle
	Chicago, Illinois 60654
	Telephone:      (312) 862-2000
	Facsimile:       (312) 862-2200
	 	 
	
        Co-Counsel to the Debtors and Debtors
        in Possession

         

        Dated: [●], 2020




 





 



 


		1	A complete list of each of the Debtors in these chapter 11 cases may be obtained on the website
of the Debtors’ claims and noticing agent at http://cases.primeclerk.com/ascena. The location of Debtor Ascena Retail
Group, Inc.’s principal place of business and the Debtors’ service address in these chapter 11 cases is 933 MacArthur
Boulevard, Mahwah, New Jersey 07430.



 






    


     


    

 


TABLE OF CONTENTS


 


	Article I.	 DEFINED TERMS, RULES OF INTERPRETATION, COMPUTATION OF TIME, AND GOVERNING LAW	1






		A.	Defined Terms.	1






		B.	Rules of Interpretation.	13






		C.	Computation of Time.	13






		D.	Governing Law.	14






		E.	Reference to Monetary Figures.	14






		F.	Controlling Document.	14






		G.	Restructuring Support Agreement Party Consent Rights and Controlling Documents.	14



 


	Article II.	ADMINISTRATIVE CLAIMS, DIP ABL FACILITY CLAIMS, DIP TERM FACILITY CLAIMS, PROFESSIONAL COMPENSATION, AND PRIORITY CLAIMS 	14






		A.	Administrative Claims.	14






		B.	DIP ABL Facility Claims.	15






		C.	DIP Term Facility Claims.	15






		D.	Professional Compensation.	16






		E.	Priority Tax Claims.	17



 


	Article III.	CLASSIFICATION AND TREATMENT
                                         OF CLAIMS AND INTERESTS	17






		A.	Classification of Claims and Interests.	17






		B.	Treatment of Claims and Interests.	18






		C.	Special Provision Governing Unimpaired Claims.	20






		D.	Elimination of Vacant Classes.	20






		E.	Voting Classes; Presumed Acceptance by Non-Voting Classes.	21






		F.	Intercompany Interests.	21






		G.	Subordinated Claims and Interests.	21






		H.	Confirmation Pursuant to Section 1129(b) of the Bankruptcy Code	21



 


	Article IV.	MEANS FOR IMPLEMENTATION
                                         OF THE PLAN	21






		A.	Restructuring Transactions.	21






		B.	Administrative Consolidation for Distribution Purposes Only.	22






		C.	General Settlement of Claims / Global Settlement with the Creditors’ Committee.	22






		D.	Sources of Consideration for Plan Distributions if the Debtors do not Consummate the Sale Transaction on or before the Effective
Date.	23






		E.	Sources of Consideration for Plan Distributions if the Debtors consummate the Sale Transaction on or before the Effective Date.	24






		F.	Corporate Existence.	26






		G.	Vesting of Assets in the Reorganized Debtors.	27






		H.	Cancellation of Existing Securities and Instruments.	27






		I.	Corporate Action.	27






		J.	New Corporate Governance Documents.	27






		K.	Directors and Officers of the Reorganized Debtors.	28






		L.	Effectuating Documents; Further Transactions.	28






		M.	Exemption from Certain Taxes and Fees.	28






		N.	Preservation of Causes of Action.	29






		O.	D&O Liability Insurance Policies.	29






		P.	GUC Trust.	30






		Q.	Management Incentive Plan.	32






		R.	Employee Obligations.	32






		S.	Avoidance Action Waiver.	33



 


	Article V.	TREATMENT OF EXECUTORY
                                         CONTRACTS AND UNEXPIRED LEASES	33






		A.	Assumption and Rejection of Executory Contracts and Unexpired Leases if the Debtors Do Not Consummate the Sale Transaction on
or before the Effective Date.	33



 






    i


     


    

 


		B.	Assumption and Rejection of Executory Contracts and Unexpired Leases if the Debtors Consummate the Sale Transaction on or before
the Effective Date.	34






		C.	Claims Based on Rejection of Executory Contracts or Unexpired Leases.	34






		D.	Cure of Defaults for Assumed Executory Contracts and Unexpired Leases.	35






		E.	Indemnification Obligations.	36






		F.	Insurance Policies.	36






		G.	Modifications, Amendments, Supplements, Restatements, or Other Agreements.	36






		H.	Reservation of Rights.	37






		I.	Nonoccurrence of Effective Date.	37






		J.	Contracts and Leases Entered Into After the Petition Date.	37



 


	Article VI.	PROVISIONS GOVERNING DISTRIBUTIONS	37






		A.	Timing and Calculation of Amounts to Be Distributed.	37






		B.	Delivery of Distributions and Undeliverable or Unclaimed Distributions	38






		C.	Securities Registration Exemption.	39






		D.	Tax Issues and Compliance with Tax Requirements.	39






		E.	Allocations.	39






		F.	No Interest.	39






		G.	Setoffs and Recoupment.	40






		H.	Claims Paid or Payable by Third Parties.	40



 


	Article VII.	PROCEDURES FOR RESOLVING
                                         CONTINGENT, UNLIQUIDATED, AND DISPUTED CLAIMS	41






		A.	Allowance of Claims.	41






		B.	Claims Administration Responsibilities.	41






		C.	Estimation of Claims.	41






		D.	Adjustment to Claims Register Without Objection.	42






		E.	Time to File Objections to Claims.	42






		F.	Disallowance of Claims.	42






		G.	Amendments to Claims.	42






		H.	No Distributions Pending Allowance.	42






		I.	Distributions After Allowance.	42



 


	Article VIII.	SETTLEMENT, RELEASE, INJUNCTION,
                                         AND RELATED PROVISIONS	43






		A.	Compromise and Settlement of Claims, Interests, and Controversies.	43






		B.	Discharge of Claims and Termination of Interests.	43






		C.	Term of Injunctions or Stays.	43






		D.	Release of Liens.	44






		E.	Debtor Release.	44






		F.	Release by holders of Claims or Interests.	44






		G.	Exculpation.	45






		H.	Injunction.	45






		I.	Protection Against Discriminatory Treatment.	46






		J.	Governmental Units.	46






		K.	Recoupment.	46






		L.	Subordination Rights.	46



 


	Article IX.	CONDITIONS PRECEDENT TO
                                         CONFIRMATION AND CONSUMMATION OF THE PLAN	46






		A.	Conditions Precedent to the Effective Date.	46






		B.	Waiver of Conditions.	48






		C.	Substantial Consummation.	48






		D.	Effect of Nonoccurrence of Conditions to the Effective Date.	48



 


	Article X.	MODIFICATION, REVOCATION,
                                         OR WITHDRAWAL OF THE PLAN	48






		A.	Modification and Amendments.	48



 






    ii


     


    

 


		B.	Effect of Confirmation on Modifications.	49






		C.	Revocation or Withdrawal of the Plan.	49



 


	Article XI.	RETENTION OF JURISDICTION	49



 


	Article XII.	MISCELLANEOUS PROVISIONS	51






		A.	Immediate Binding Effect.	51






		B.	Additional Documents.	51






		C.	Statutory Fees and Reporting Requirements.	51






		D.	Dissolution of the Creditors’ Committee.	51






		E.	Reservation of Rights.	51






		F.	Successors and Assigns.	52






		G.	Service of Documents.	52






		H.	Entire Agreement.	52






		I.	Exhibits.	53






		J.	Nonseverability of Plan Provisions.	53






		K.	Votes Solicited in Good Faith.	53






		L.	Waiver or Estoppel.	53



 






    iii


     


    

 


INTRODUCTION


 


Ascena Retail Group, Inc.
(“Ascena”) and its affiliated debtors and debtors in possession in the above-captioned chapter 11 cases
(each a “Debtor” and, collectively, the “Debtors”) propose this joint plan of reorganization
(the “Plan”) for the resolution of the outstanding Claims against and Interests in the Debtors pursuant
to chapter 11 of the Bankruptcy Code. Capitalized terms used in the Plan and not otherwise defined shall have the meanings
set forth in Article I.A of the Plan. Although proposed jointly for administrative purposes, the Plan constitutes a separate
Plan for each Debtor. Each Debtor is a proponent of the Plan within the meaning of section 1129 of the Bankruptcy Code. The
classifications of Claims and Interests set forth in Article III of the Plan shall be deemed to apply separately with respect
to each Plan proposed by each Debtor, as applicable. The Plan does not contemplate substantive consolidation of any of the Debtors.
Reference is made to the Disclosure Statement for a discussion of the Debtors’ history, business, properties and operations,
projections, risk factors, a summary and analysis of the Plan, and certain related matters.


 


ALL HOLDERS OF CLAIMS
AND INTERESTS, TO THE EXTENT APPLICABLE, ARE ENCOURAGED TO READ THE PLAN AND THE DISCLOSURE STATEMENT IN THEIR ENTIRETY BEFORE
VOTING TO ACCEPT OR REJECT THE PLAN.


 


Article I.

DEFINED TERMS, RULES OF INTERPRETATION,

COMPUTATION OF TIME, AND GOVERNING LAW


 


		A.	Defined Terms.



 


As used in the Plan,
capitalized terms have the meanings set forth below.


 


1.            “503(b)(9) Claims”
means those Claims arising under section 503(b)(9) of the Bankruptcy Code.


 


2.            “ABL
Agent” means JPMorgan Chase Bank, N.A., in its capacity as administrative agent and collateral agent under the ABL Credit
Agreement.


 


3.            “ABL
Claim” means any Claim derived from, based upon, or secured pursuant to the ABL Documents, including Claims for all principal
amounts outstanding, interest, fees, expenses, costs, and other charges arising thereunder or related thereto.


 


4.            “ABL
Commitment Letter” means that certain Superpriority Senior Secured Debtor-In-Possession ABL Facility Commitment Letter
[Docket No. 303, Ex. A], as amended, supplemented or modified in accordance with the terms thereof.


 


5.            “ABL
Credit Agreement” means that certain Amended and Restated Credit Agreement dated as of January 3, 2011, as amended
and restated by the Second Restatement Agreement dated as of June 14, 2012, by the Third Restatement Agreement dated as of
March 13, 2013, by the Fourth Restatement Agreement dated as of July 24, 2015, the Fifth Restatement Agreement dated
as of February 27, 2018, and as may otherwise be amended, restated, supplemented or otherwise modified, among Ascena, the
borrowing subsidiaries party thereto, the other loan parties party thereto, the lenders party thereto, the issuing banks party
thereto, and the ABL Agent, as administrative agent, collateral agent, and swingline lender.


 


6.            “ABL
Documents” means the ABL Credit Agreement and any other agreements and documents executed in connection with or related
thereto.


 


7.            “ABL
Lenders” means each of the lenders from time to time party to the ABL Credit Agreement.


 


8.            “Ad
Hoc Group” means, collectively, that certain group of lenders under the Term Loan Facility represented by Milbank LLP,
as counsel, and Greenhill & Co., LLC, as financial advisor.


 






    


     


    

 


9.            “Administrative
Claim” means a Claim for costs and expenses of administration of the Chapter 11 Cases pursuant to sections 503(b) (including,
without limitation, 503(b)(9)), 507(a)(2), 507(b), or 1114(e)(2) of the Bankruptcy Code, including: (a) the actual and
necessary costs and expenses incurred on or after the Petition Date until and including the Effective Date of preserving the Estates
and operating the Debtors’ businesses; (b) Allowed Professional Fee Claims; and (c) all Claims for payment of fees,
costs, and expenses incurred by, or on behalf of, the Term Loan Agent pursuant to the DIP Financing Order.


 


10.            “Administrative
Claims Bar Date” means the deadline for Filing requests for payment of Administrative Claims, which: (a) with respect
to Administrative Claims (other than Professional Fee Claims and 503(b)(9) Claims) arising after October 31, 2020,
shall be 30 days after the Effective Date; (b) with respect to Professional Fee Claims, shall be 45 days after the Effective
Date; (c) with respect to 503(b)(9) Claims, was September 30, 2020; and (d) with respect to Administrative
Claims (other than Professional Fee Claims and 503(b)(9) Claims) arising before October 31, 2020, was such date as set
forth in the Initial Administrative Claims Bar Date Order.


 


11.            “Initial
Administrative Claims Bar Date Order” means the Order (I) Setting a Bar Date for Filing Proofs of Administrative
Claims Incurred from the Petition Date to October 31, 2020, (II) Establishing Administrative Claims Procedures, (III) Approving
the Form and Manner of Filing Proofs of Administrative Claims, (IV) Approving Notice of the Administrative Claims Bar
Date, and (V) Granting Related Relief [Docket No. [●]].


 


12.            “Initial
Administrative Claims Bar Date” means the deadline for Filing requests for payment of Administrative Claims (other than
Professional Fee Claims) arising on or before November 30, 2020, as set forth in the Initial Administrative Claims Bar Date
Order.


 


13.            “Affiliate”
shall have the meaning set forth in section 101(2) of the Bankruptcy Code.


 


14.            “Allowed”
means with respect to any Claim, except as otherwise provided herein: (a) a Claim that is evidenced by a Proof of Claim timely
Filed by the Bar Date (or for which Claim under the Plan, the Bankruptcy Code, or a Final Order of the Court a Proof of Claim is
not or shall not be required to be Filed); (b) a Claim that is listed in the Schedules as not contingent, not unliquidated,
and not disputed, and for which no Proof of Claim has been timely filed; or (c) a Claim allowed pursuant to the Plan, any
stipulation approved by the Court, any contract, instrument, indenture, or other agreement entered into or assumed in connection
with the Plan, or a Final Order of the Court; provided that with respect to a Claim described in clauses (a) and (b) above,
such Claim shall be considered Allowed only if and to the extent that with respect to such Claim no objection to the allowance
thereof has been interposed within the applicable period of time fixed by the Plan, the Bankruptcy Code, the Bankruptcy Rules,
or the Court, or if such an objection is so interposed, such Claim shall have been Allowed by a Final Order. Any Claim that
has been or is hereafter listed in the Schedules as contingent, unliquidated, or disputed, and for which no Proof of Claim or Interest
is or has been timely Filed, is not considered Allowed and shall be expunged without further action by the Debtors and without
further notice to any party or action, approval, or order of the Court. Notwithstanding anything to the contrary herein, no Claim
of any Entity subject to section 502(d) of the Bankruptcy Code shall be deemed Allowed unless and until such Entity pays
in full the amount that it owes. For the avoidance of doubt, a Proof of Claim Filed after the Bar Date shall not be Allowed for
any purposes whatsoever absent entry of a Final Order allowing such late-Filed Claim. “Allow” and “Allowing”
shall have correlative meanings.


 


15.            “Ascena”
means Ascena Retail Group, Inc.


 


16.            “Asset
Purchase Agreement” means that certain Asset Purchase Agreement, dated as of November 26, 2020, by and among Ascena
Retail Group, Inc., each of its subsidiaries party thereto, and the Purchaser related to the Sale Transaction.


 


17.            “Avoidance
Actions” means any and all avoidance, recovery, subordination, or other claims, actions, or remedies which any of the
Debtors, the debtors in possession, the Estates, or other appropriate parties in interest have asserted or may assert under sections
502, 510, 542, 544, 545, or 547 through 553 of the Bankruptcy Code or under similar or related state or federal statutes and common
law.


 






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18.            “Avoidance
Action Waiver” shall mean a waiver of any and all Avoidance Actions held by the Debtors against any vendor, service provider,
landlord, and non-insider employee that does not opt out of the releases contained in the Plan.


 


19.            “Backstop
Commitment” means the commitment, on the terms set forth in the Backstop Commitment Letter, of the Backstop Parties to
backstop the DIP Term Facility.


 


20.            “Backstop
Commitment Letter” means that certain Backstop Commitment Letter, dated as of July 23, 2020, by and among the Backstop
Parties and Ascena, as may be amended, supplemented, or modified from time to time, setting forth, among other things, the terms
and conditions of the DIP Term Facility and the Backstop Commitment.


 


21.            “Backstop
Parties” means certain of the Consenting Stakeholders or their successors, assigns, or Related Funds (in each case, as
allowed pursuant to the Backstop Commitment Agreement) that have committed to backstop the DIP Term Facility on the terms set forth
in the Backstop Commitment Letter, solely in their capacities as such.


 


22.            “Backstop
Percentage” means the applicable percentage set forth in Schedule 2 to the Backstop Commitment Letter.


 


23.            “Bankruptcy
Code” means title 11 of the United States Code, 11 U.S.C. §§ 101–1532, as now in effect or hereafter
amended, and the rules and regulations promulgated thereunder.


 


24.            “Bankruptcy
Court” means the United States Bankruptcy Court for the Eastern District of Virginia or such other court having jurisdiction
over the Chapter 11 Cases, including, to the extent of the withdrawal of the reference under 28 U.S.C. § 157, the
United States District Court for the Eastern District of Virginia.


 


25.            “Bankruptcy
Rules” means the Federal Rules of Bankruptcy Procedure as promulgated by the United States Supreme Court under section
2075 of title 28 of the United States Code, 28 U.S.C. § 2075, as applicable to the Chapter 11 Cases and the general,
local, and chambers rules of the Bankruptcy Court, as now in effect or hereafter amended.


 


26.            “Bar
Date” means, collectively, each applicable date established by the Bankruptcy Court by which Proofs of Claim must be
Filed.


 


27.            “Business
Day” means any day, other than a Saturday, Sunday, or “legal holiday” (as defined in Bankruptcy Rule 9006(a)).


 


28.            “Cash”
means the legal tender of the United States of America or the equivalent thereof, including bank deposits, checks, and cash equivalents,
as applicable.


 


29.            “Cash
Collateral” shall have the meaning set forth in the DIP Financing Order.


 


30.            “Cash
Collateral Order” means the Interim Order Under 11 U.S.C. §§ 105, 361, 362, 363, and 507, and Bankruptcy
Rules 2002, 4001, and 9014 (I) Authorizing Debtors to Use Cash Collateral, (II) Granting Adequate Protection to
the Prepetition Secured Parties, and (III) Scheduling a Final Hearing Pursuant to Bankruptcy Rule 4001(b), entered
on the Bankruptcy Court’s docket on July 23, 2020.


 


31.            “Causes
of Action” means any claims, interests, damages, remedies, causes of action, demands, rights, actions, suits, obligations,
liabilities, accounts, defenses, offsets, powers, privileges, licenses, Liens, indemnities, guaranties, and franchises of any kind
or character whatsoever, whether known or unknown, foreseen or unforeseen, existing or hereinafter arising, contingent or non-contingent,
liquidated or unliquidated, secured or unsecured, assertable, directly or derivatively, matured or unmatured, suspected or unsuspected,
in contract, tort, law, equity, or otherwise. Causes of Action also include:  (a) all rights of setoff, counterclaim,
or recoupment and claims under contracts or for breaches of duties imposed by law; (b) the right to object to or otherwise
contest Claims or Interests; (c) claims pursuant to sections 362, 510, 542, 543, 544 through 550, or 553 of the Bankruptcy
Code; (d) such claims and defenses as fraud, mistake, duress, and usury, and any other defenses set forth in section 558 of
the Bankruptcy Code; and (e) any state or foreign law fraudulent transfer or similar claim.


 






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32.            “Chapter
11 Cases” means the procedurally consolidated cases filed or to be filed (as applicable) for the Debtors in the Bankruptcy
Court under chapter 11 of the Bankruptcy Code.


 


33.            “Claim”
means a claim, as defined in section 101(5) of the Bankruptcy Code, against a Debtor.


 


34.            “Claims
Objection Bar Date” means the deadline for objecting to a Claim, which shall be on the date that is the later of (a) 180
days after the Effective Date and (b) such other period of limitation as may be specifically fixed by an order of the Bankruptcy
Court for objecting to Claims.


 


35.            “Claims
Register” means the official register of Claims maintained by the Notice and Claims Agent.


 


36.            “Class”
means a category of Claims or Interests under section 1122(a) of the Bankruptcy Code.


 


37.            “Confirmation”
means the entry of the Confirmation Order on the docket of the Chapter 11 Cases.


 


38.            “Confirmation
Date” means the date upon which the Bankruptcy Court enters the Confirmation Order on the docket of the Chapter
11 Cases within the meaning of Bankruptcy Rules 5003 and 9021.


 


39.            “Confirmation
Hearing” means the hearing held by the Bankruptcy Court pursuant to Bankruptcy Rule 3020(b)(2) and section
1128 of the Bankruptcy Code, including any adjournments thereof, at which the Bankruptcy Court will consider confirmation of the
Plan.


 


40.            “Confirmation
Order” means an order of the Bankruptcy Court confirming the Plan pursuant to section 1129 of the Bankruptcy Code.


 


41.            “Consenting
Stakeholders” shall have the meaning set forth in the Restructuring Support Agreement.


 


42.            “Consummation”
means the occurrence of the Effective Date.


 


43.            “Creditors’
Committee” means the official committee of unsecured creditors appointed in the Chapter 11 Cases pursuant to section
1102(a) of the Bankruptcy Code.


 


44.            “Cure/Assumption
Objection Deadline” means the date that is 14 days after filing of the Schedule of Assumed Executory Contracts and Unexpired
Leases with the Plan Supplement and service of the Cure Notice; provided that if any Executory Contract or Unexpired Lease
is added to the Schedule of Assumed Executory Contracts and Unexpired Leases after the filing of the initial Schedule of Assumed
Executory Contracts and Unexpired Leases, then the Cure/Assumption Objection Deadline with respect to such Executory Contract or
Unexpired Lease shall be 14 days after service of the amended Schedule of Assumed Executory Contracts and Unexpired Leases with
such modification.


 


45.            “Cure
Claim” means a monetary Claim based upon a Debtor’s defaults under any Executory Contract or Unexpired Lease at
the time such contract or lease is assumed by such Debtor pursuant to section 365 of the Bankruptcy Code.


 


46.            “Cure
Obligations” means all (a) Cure Claims and (b) other obligations required under the Bankruptcy Code to cure
any non-monetary defaults under any Executory Contract or Unexpired Lease that is to be assumed by the Debtors pursuant to sections
365 or 1123 of the Bankruptcy Code.


 






    4


     


    

 


47.            “Cure
Notice” means a notice of a proposed amount to be paid on account of a Cure Claim in connection with an Executory Contract
or Unexpired Lease to be assumed under the Plan pursuant to section 365 of the Bankruptcy Code, which notice shall include: (a) procedures
for objecting to proposed assumptions of Executory Contracts and Unexpired Leases; (b) Cure Claims to be paid in connection
therewith; and (c) procedures for resolution by the Bankruptcy Court of any related disputes.


 


48.            “D&O
Liability Insurance Policies” means all insurance policies (including any “tail policy”) and all agreements,
documents or instruments relating thereto issued or providing coverage at any time to any of the Debtors or any of their predecessors
for current or former directors’, managers’, and officers’ liability.


 


49.            “Definitive
Documents” shall have the meaning set forth in the Restructuring Support Agreement.


 


50.            “DIP
ABL Agent” means the administrative agent under the DIP ABL Agreement, its successors, assigns, or any replacement agent
appointed pursuant to the terms of the DIP ABL Agreement.


 


51.            “DIP
ABL Agreement” means the debtor-in-possession senior secured asset-based revolving credit agreement, by and among the
Debtors, the DIP ABL Agent, and the DIP ABL Lenders, as approved by the DIP Financing Order.


 


52.            “DIP
ABL Facility” means the senior secured asset-based revolving credit facility in accordance to the terms and conditions
set forth in the DIP ABL Agreement and the DIP Financing Order.


 


53.            “DIP
ABL Facility Claim” means any Claim derived from, based upon, or secured pursuant to the DIP ABL Agreement, including
claims for all principal amounts outstanding, interest, fees, expenses, costs, and other charges arising thereunder or related
thereto, in each case, with respect to the DIP ABL Facility.


 


54.            “DIP
ABL Lender” means, as applicable, each lender under the DIP ABL Agreement.


 


55.            “DIP
Financing Order” means the Final Order of the Bankruptcy Court setting forth the terms of and approving the DIP ABL Facility
and the DIP Term Facility.


 


56.            “DIP
Term Agent” means Alter Domus (US) LLC, in its capacity as administrative agent under the DIP Term Credit Agreement,
its successors, assigns, or any replacement agent appointed pursuant to the terms of the DIP Term Agreement.


 


57.            “DIP
Term Agreement” means that certain debtor-in-possession senior secured term credit agreement, by and among the Debtors,
the DIP Term Agent, and the DIP Term Lenders, as approved by the DIP Financing Order.


 


58.            “DIP
Term Facility” means that certain $311.8 million senior secured term credit facility issued in accordance to the terms
and conditions set forth in the DIP Term Agreement and the DIP Financing Order, as applicable.


 


59.            “DIP
Term Facility Claim” means any Claim derived from, based upon, or secured pursuant to the DIP Term Agreement, including
claims for all principal amounts outstanding, interest, fees, expenses, costs, and other charges arising thereunder or related
thereto, in each case, with respect to the DIP Term Facility.


 


60.            “DIP
Term Lender” means each lender under the DIP Term Agreement.


 


61.            “Disallowed”
means, with respect to any Claim, a Claim or any portion thereof that: (a) has been disallowed by a Final Order; (b) is
Scheduled as zero or as contingent, disputed, or unliquidated and as to which no Proof of Claim or request for payment of an Administrative
Claim has been timely Filed or deemed timely Filed with the Bankruptcy Court pursuant to either the Bankruptcy Code or any Final
Order of the Bankruptcy Court or otherwise deemed timely Filed under applicable law or the Plan; (c) is not Scheduled and
as to which no Proof of Claim or request for payment of an Administrative Claim has been timely Filed or deemed timely Filed with
the Bankruptcy Court pursuant to either the Bankruptcy Code or any Final Order of the Bankruptcy Court or otherwise deemed timely
Filed under applicable law or the Plan; (d) has been withdrawn by agreement of the applicable Debtor and the holder thereof;
or (e) has been withdrawn by the holder thereof.


 






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62.            “Disclosure
Statement” means the disclosure statement for the Plan, including all exhibits and schedules thereto.


 


63.            “Disclosure
Statement Order” means the order entered by the Bankruptcy Court approving the Disclosure Statement, entered on September 11,
2020 [Docket No. 592].


 


64.            “Disputed”
means a Claim that is not yet Allowed.


 


65.            “Distributable
Cash” means, collectively, Cash on hand of the Debtors on or after the Effective Date.


 


66.            “Distribution
Record Date” means the date for determining which holders of Claims are eligible to receive distributions hereunder and
shall be the Effective Date or such other date as designated in a Final Order of the Bankruptcy Court; provided that the
Distribution Record Date shall not apply to publicly held securities.


 


67.            “DTC”
means the Depository Trust Company.


 


68.            “Effective
Date” means, with respect to the Plan, the date that is the first Business Day after the Confirmation Date on which:
(a) no stay of the Confirmation Order is in effect; (b) all conditions precedent specified in Article IX.A have
been satisfied or waived (in accordance with Article IX.B); and (c) the Plan is declared effective by the Debtors.


 


69.            “Employee
Benefits Programs” means, collectively, all of the Debtors’ wages, compensation, and employee benefits programs
according to existing terms and practices, including executive and Insider compensation and benefits programs, Insider and
non-Insider severance programs, Insider and non-Insider incentive programs, and Insider and non-Insider retention programs,
in each case as were in effect as of the effective date of the Restructuring Support Agreement and were disclosed to counsel for
the Required Consenting Stakeholders, including any modifications agreed between the Debtors and the Required Consenting Stakeholders
prior to the effectiveness of the Restructuring Support Agreement; provided that Employee Benefits Programs shall not include
(x) any compensation, post-employment, separation or retirement arrangement with any former Insider (as of the effectiveness
of the Restructuring Support Agreement); (y) any non-qualified deferred compensation plan or supplemental retirement plan,
solely to the extent and such plan would benefit any former Insider (as of the effectiveness of the Restructuring Support Agreement),
in each case without the consent of the Required Consenting Stakeholders following the Petition Date; or (z) any workers’
compensation insurance policies and any agreements, documents or instruments related thereto.


 


70.            “Entity”
shall have the meaning set forth in section 101(15) of the Bankruptcy Code.


 


71.            “Equity
Premium” means an amount of New Common Stock equal to $7.5 million, calculated assuming a total equity value of Reorganized
Ascena to be agreed by the Debtors and the Required Consenting Stakeholders.


 


72.            “Estate”
means, as to each Debtor, the estate created for the Debtor in its Chapter 11 Case pursuant to sections 301 and 541 upon the
commencement of the applicable Debtor’s Chapter 11 Case.


 


73.            “Excess
Cash” means all balance sheet Cash, if any, in excess of the Required Minimum Cash Amount as projected one Business Day
prior to the anticipated Effective Date (estimated and calculated in a manner acceptable to the Debtors and the Required Consenting
Stakeholders).


 


74.            “Exculpated
Parties” means collectively, and in each case in its capacity as such: (a) each of the Debtors; (b) each of
the Reorganized Debtors; (c) each of the Consenting Stakeholders; (d) the Creditors’ Committee and its members;
(e) the Term Loan Agent; (f) each current and former Affiliate of each Entity in clause (a) through the following
clause (g); and (g) each Related Party of each Entity in clause (a) through this clause (g).


 






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75.            “Executory
Contract” means a contract to which one or more of the Debtors is a party that is subject to assumption or rejection
under sections 365 or 1123 of the Bankruptcy Code.


 


76.            “Exit
ABL Facility” means either (a) a replacement asset-based revolving loan facility pursuant to which one or more DIP
ABL Lenders, each in its sole discretion, consents to convert some or all of its outstanding DIP ABL Facility Claims and commitments
under the DIP ABL Facility into commitments under such Exit ABL Facility, or (b) a new asset-based revolving loan facility.


 


77.            “Exit
Facilities” means, collectively, the Exit ABL Facility, the First Out Exit Term Loan Facility, and the Second Out Exit
Term Loan Facility.


 


78.            “Exit
Facilities Term Sheet” means the term sheet set forth as Exhibit D to the Restructuring Support Agreement.


 


79.            “Exit
Facility Credit Agreements” means, collectively, the credit agreements governing the Exit Facilities.


 


80.            “Exit
Facility Documents” means the Exit Facility Credit Agreements and related documents governing the Exit Facilities, which
shall be, to the extent available, set forth in the Plan Supplement.


 


81.            “First
Out Exit Term Loan Facility” shall have the meaning given to “First Out Term Loan Facility” in the Exit Facilities
Term Sheet.


 


82.            “Federal
Judgment Rate” means the federal judgment rate in effect as of the Petition Date, compounded annually.


 


83.            “File,”
 “Filed,” or “Filing” means file, filed, or filing in the Chapter 11 Cases with the Bankruptcy
Court or, with respect to the filing of a Proof of Claim or proof of Interest, the Notice and Claims Agent.


 


84.            “Final
Order” means, as applicable, an order or judgment of the Bankruptcy Court or other court of competent jurisdiction with
respect to the relevant subject matter that has not been reversed, modified, or amended, is not subject to any pending stay and
as to which the time to appeal, move for reargument, reconsideration, or rehearing, or seek certiorari has expired and no appeal,
motion for reargument, reconsideration, or rehearing or petition for certiorari has been timely taken or filed, or as to which
any appeal that has been taken, motion for reargument, reconsideration, or rehearing that has been granted or any petition for
certiorari that has been or may be filed has been resolved by the highest court to which the order or judgment could be appealed
or from which certiorari could be sought or the new trial, reargument, reconsideration, or rehearing shall have been denied, resulted
in no modification of such order, or has otherwise been dismissed with prejudice; provided that the possibility that a motion
under rule 60 of the Federal Rules of Civil Procedure or any comparable Bankruptcy Rule may be filed relating to
such order or judgment shall not cause such order or judgment to not be a Final Order. For the avoidance of doubt, the DIP Financing
Order shall constitute a Final Order hereunder.


 


85.            “General
Unsecured Claim” means any Claim that is not Secured and is not (a) an Administrative Claim, (b) a Secured
Tax Claim, (c) an Other Secured Claim, (d) a Priority Tax Claim, (e) an Other Priority Claim, (f) an ABL Claim,
(g) a Term Loan Claim, (h) an Intercompany Claim; (i) a deficiency claim held by any ABL Agent, ABL Lender, Term
Loan Agent, or Term Lender; or (j) a Claim for services rendered on account a Holder of an ABL or Term Loan Claim.


 


86.            “Global
Settlement” means the agreement between the Debtors, the Creditors’ Committee, the DIP Lenders, and the Prepetition
Secured Parties (as defined in the DIP Financing Order), the key terms of which are set forth herein and in the DIP Financing Order
and Annex 6 thereto.


 


87.            “GUC
Trust” means the trust established by the Plan for the benefit of Allowed General Unsecured Claims pursuant to the GUC
Trust Agreement.


 






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88.            “GUC
Trust Agreement” means the trust agreement entered into on or before the Effective Date between the Debtors and the GUC
Trustee, which shall be in form and substance reasonably acceptable to the Creditors’ Committee, the Debtors, and the Consenting
Stakeholders.


 


89.            “GUC
Trust Assets” means (i) cash in the amount of $6,500,000; and (ii) 100% of the first $1 million and 50%
of the next $4 million of proceeds (if any) received by Ascena resulting from Target Corp. et al. v. Visa Inc. et al., case
no. 1:13-cv-03477, currently pending in the U.S. District Court for the Southern District of New York, net of any costs incurred
by Ascena in connection therewith. Any such proceeds in excess of $5 million (and 50% of proceeds between $1 million and $5 million)
shall be retained by the Reorganized Debtors.


 


90.            “GUC
Trust Expenses” means the reasonable expenses (including any taxes imposed on or payable by the GUC Trust or in respect
of the GUC Trust Assets and professional fees) incurred by the GUC Trust and any professionals retained by the GUC Trust and any
additional amount determined necessary by the GUC Trustee to adequately reserve for the operating expenses of the GUC Trust.


 


91.            “GUC
Trust Interest” means a non-certificated beneficial interest in the GUC Trust granted to each beneficiary of the GUC
Trust, which shall entitle such holder to a Pro Rata share of the GUC Trust Net Assets, subject to the terms of the Plan and the
GUC Trust Agreement.


 


92.            “GUC
Trust Net Assets” means the GUC Trust Assets less the GUC Trust Expenses.


 


93.            “GUC
Trustee” means, in its capacity as such, the Person selected by the Creditors’ Committee to serve as the trustee
of the Trust, and any successor thereto in accordance with the GUC Trust Agreement.


 


94.            “Governmental
Unit” shall have the meaning set forth in section 101(27) of the Bankruptcy Code.


 


95.            “Impaired”
means, with respect to a Class of Claims or Interests, a Class of Claims or Interests that is impaired within the meaning
of section 1124 of the Bankruptcy Code.


 


96.            “Insider”
shall have the meaning set forth in section 101(31) of the Bankruptcy Code.


 


97.            “Insurance
Policies” means all insurance policies issued or providing coverage at any time to any of the Debtors or any of their
predecessors and all agreements, documents or instruments relating thereto (including, but not limited to, the D&O Liability
Insurance Policies) other than any split-dollar life insurance policies that are listed in the Schedule of Rejected Executory Contracts
and Unexpired Leases.


 


98.            “Insurer”
means any company or other entity that has issued or entered into an Insurance Policy (including any third party administrator)
and any respective predecessors and/or affiliates thereof.


 


99.            “Intercompany
Claim” means any Claim held by a Debtor or a Debtor’s Affiliate against a Debtor or a Debtor’s Affiliate.


 


100.            “Intercompany
Interest” means, other than an Interest in Ascena, an Interest in one Debtor held by another Debtor or a Debtor’s
Affiliate.


 


101.            “Interest”
means any equity security (as defined in section 101(16) of the Bankruptcy Code) in any Debtor, including any common stock, preferred
stock, limited liability company interests, and any other equity, ownership, or profits interests of any Debtor and options, warrants,
rights, or other securities or agreements to acquire the common stock, preferred stock, limited liability company interests, or
other equity, ownership, or profits interests of any Debtor (whether or not arising under or in connection with any employment
agreement), and any claim against or interest in the Debtors subject to subordination pursuant to section 510(b) of the Bankruptcy
Code arising from or related to any of the foregoing.


 


102.            “Judicial
Code” means title 28 of the United States Code, 28 U.S.C. §§ 1–4001, as amended from time to time, as
applicable to the Chapter 11 Cases.


 






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103.            “Lien”
shall have the meaning set forth in section 101(37) of the Bankruptcy Code.


 


104.            “Management
Incentive Plan” means a post-Effective Date management incentive plan, the material terms of which shall be consistent
with Article IV.Q of the Plan.


 


105.            “Net
Lender Distributable Cash” means Distributable Cash less amounts necessary to: (a) pay in full in Cash any unpaid
Allowed DIP ABL Facility Claims and Allowed DIP Term Facility Claims; (b) fund the Professional Fee Escrow Account; (c) fund
the GUC Trust Assets to the GUC Trust; (d) fund any other Cash payment necessary to satisfy any condition precedent to the
Effective Date set forth in Article IX.A of this Plan; (e) fund the fees, costs, and expenses necessary to fully administer
and wind down the Estates of the Reorganized Debtors, including the fees, costs, and expenses of the Plan Administrator, and (f) pay
in full in cash all Administrative Claims, Secured Tax Claims, Other Secured Claims, Priority Tax Claims, Other Priority Claims,
Cure Claims, Claims or other obligations related to Employee Benefits Programs Claims or other obligations related to indemnification
provisions of the kind described in Article V.E of this Plan, and any other Claim or obligation to be assumed, reinstated,
or otherwise required to be paid in full in Cash by the Debtors and the Reorganized Debtors pursuant to this Plan.


 


106.            “New
Board” means the initial board of directors, members, or managers, as applicable, of Reorganized Ascena.


 


107.            “New
Common Stock” means the common shares of Reorganized Ascena.


 


108.            “New
Corporate Governance Documents” means the form of certificate or articles of incorporation, bylaws, limited liability
company agreement, partnership agreement, or such other applicable formation documents (if any) of Reorganized Ascena, including
any certificates of designation, each of which shall be included in the Plan Supplement.


 


109.            “Notice
and Claims Agent” means Prime Clerk LLC.


 


110.            “Other
Priority Claim” means any Claim entitled to priority in right of payment under section 507(a) of the Bankruptcy
Code, other than: (a) an Administrative Claim; or (b) a Priority Tax Claim, to the extent such Claim has not already
been paid during the Chapter 11 Cases.


 


111.            “Other
Secured Claim” means any Secured Claim, other than (a) an ABL Claim, (b) a DIP ABL Facility Claim, as applicable,
(c) a Term Loan Claim, or (d) a DIP Term Facility Claim.


 


112.            “Person”
shall have the meaning set forth in section 101(41) of the Bankruptcy Code.


 


113.            “Petition
Date” means July 23, 2020, the date on which the Debtors commenced the Chapter 11 Cases.


 


114.            “Plan”
means this plan of reorganization, as it may be amended or supplemented from time to time, including all exhibits, schedules, supplements,
appendices, annexes, and attachments thereto.


 


115.            “Plan
Administrator” means the Claims Management Consultant (as defined in the Restructuring Support Agreement) or such other
person selected by the Required Consenting Stakeholders to have all powers and authorities set forth in Article IV.E of this
Plan.


 


116.            “Plan
Supplement” means the compilation of documents and forms of documents, schedules, and exhibits to the Plan (as amended,
supplemented, or modified from time to time in accordance with the terms thereof, the Plan, the Bankruptcy Code, the Bankruptcy
Rules, and the Restructuring Support Agreement). The Debtors shall file the initial version of the Plan Supplement at least fourteen
(14) days prior to the Voting Deadline; provided that the Debtors shall have the right to amend the documents contained
in, and exhibits to, the Plan Supplement through the Effective Date in accordance with Article X of the Plan.


 


117.            “Priority
Claims” means, collectively, Priority Tax Claims and Other Priority Claims.


 






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118.            “Priority
Tax Claim” means any Claim of a Governmental Unit of the kind specified in section 507(a)(8) of the Bankruptcy
Code.


 


119.            “Professional”
means an Entity retained in the Chapter 11 Cases pursuant to a Final Order in accordance with sections 327, 328, 363, and 1103
of the Bankruptcy Code and to be compensated for services rendered prior to or on the Effective Date pursuant to sections 327,
328, 329, 330, 331, or 363 of the Bankruptcy Code.


 


120.            “Professional
Fee Claims” means all Claims for accrued, contingent, and/or unpaid fees and expenses (including transaction and success
fees) incurred by a Professional in the Chapter 11 Cases on or after the Petition Date and through and including the Confirmation
Date that the Bankruptcy Court has not denied by Final Order. To the extent that the Bankruptcy Court or any higher court of competent
jurisdiction denies or reduces by a Final Order any amount of a Professional’s fees or expenses, then those reduced or denied
amounts shall no longer constitute Professional Fee Claims.


 


121.            “Professional
Fee Escrow Account” means an account funded by the Debtors with Cash on or before the Effective Date in an amount equal
to the Professional Fee Escrow Amount, provided that the Cash funds in the Professional Fee Escrow Account shall be increased from
Cash on hand at the Reorganized Debtors to the extent applications are filed after the Effective Date in excess of the amount of
Cash funded into the escrow as of the Effective Date.


 


122.            “Professional
Fee Escrow Amount” means the aggregate amount of Professional Fee Claims and other unpaid fees and expenses Professionals
estimate they have incurred or will incur in rendering services to the Debtors prior to and as of the Confirmation Date, which
estimates Professionals shall deliver to the Debtors as set forth in Article II.D of the Plan.


 


123.            “Proof
of Claim” means a proof of Claim Filed in the Chapter 11 Cases.


 


124.            “Pro
Rata” means the proportion that an Allowed Claim in a particular Class bears to the aggregate amount of Allowed
Claims in that Class, or the proportion that Allowed Claims in a particular Class bear to the aggregate amount of Allowed
Claims in a particular Class and other Classes entitled to share in the same recovery as such Allowed Claim under the Plan.


 


125.            “Purchaser”
means the Buyer as defined in the Asset Purchase Agreement.


 


126.            “Reinstated”
or “Reinstatement” means, with respect to Claims and Interests, that the Claim or Interest shall be rendered
Unimpaired in accordance with section 1124 of the Bankruptcy Code.


 


127.            “Rejection
Procedures Order” means that certain Order (I) Authorizing and Approving Procedures to Reject or Assume Executory
Contracts and Unexpired Leases, and (II) Granting Related Relief [Docket No. 458].


 


128.            “Related
Fund” means with respect to any Person, an Affiliate or any fund, account, or investment vehicle that is controlled,
managed, advised, or sub-advised by such Person, an Affiliate or the same investment manager, advisor or sub-advisor as such Person
or an Affiliate of such investment manager, advisor, or sub-advisor.


 


129.            “Related
Party” means, with respect to any person or Entity, each of, and in each case in its capacity as such, current and former
directors, managers, officers, investment committee members, special or other committee members, equity holders (regardless of
whether such interests are held directly or indirectly), affiliated investment funds or investment vehicles, managed accounts or
funds, predecessors, participants, successors, assigns, subsidiaries, Affiliates, partners, limited partners, general partners,
principals, members, management companies, fund advisors or managers, employees, agents, trustees, advisory board members, financial
advisors, attorneys (including any other attorneys or professionals retained by any current or former director or manager in his
or her capacity as director or manager of an Entity), accountants, investment bankers, consultants, representatives, and other
professionals and advisors of such person or Entity, and any such Person’s or Entity’s respective heirs, executors,
estates, and nominees.


 






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130.            “Released
Party” means, collectively, each of the following in their capacity as such: (a) each of the Debtors; (b) the
Reorganized Debtors; (c) each of the Consenting Stakeholders; (d) the ABL Agent; (e) the ABL Lenders; (f) the
Term Loan Agent; (g) the Term Loan Lenders; (h) each of the lenders and administrative agents under the Exit Facilities;
(i) the Backstop Parties; (j) the DIP ABL Agent; (k) the DIP ABL Lenders; (l) the DIP Term Agent; (m) the
DIP Term Lenders; (n) the Plan Administrator; (o) each current and former Affiliate of each Entity in the foregoing clause
(a) through the following clause (p); (p) each Related Party of each Entity in the foregoing clause (a) through
this clause (p); and (q) the Creditors’ Committee; provided that any holder of a Claim or Interest that opts
out of the releases shall not be a “Released Party.”


 


131.            “Releasing
Party” means, collectively, and in each case in its capacity as such: (a) each of the Debtors; (b) the Reorganized
Debtors; (c) each of the Consenting Stakeholders; (d) the ABL Agent; (e) the ABL Lenders; (f) Term Loan Agent;
(g) the Term Loan Lenders; (h) each of the lenders and administrative agents under the Exit Facilities; (i) the
Backstop Parties; (j) the DIP ABL Agent; (k) the DIP ABL Lenders; (l) the DIP Term Agent; (m) the DIP Term
Lenders; (n) all holders of Impaired Claims who voted to accept the Plan; (o) all holders of Impaired Claims who abstained
from voting on the Plan or voted to reject the Plan but did not timely opt out of or object to the applicable release; (p) all
holders of Unimpaired Claims who did not timely opt out of or object to the applicable release; (q) all holders of Interests;
(r) the Plan Administrator; (s) each current and former Affiliate of each Entity in foregoing clause (a) through
the following clause (t); (t) each Related Party of each Entity in the foregoing clause (a) through this clause (t);
and (u) the Creditors’ Committee; provided that, in each case, an Entity shall not be a Releasing Party if it:
(x) elects to opt out of the releases contained in the Plan; or (y) timely objects to the releases contained in the Plan
and such objection is not resolved before Confirmation; provided further that any such Entity shall not receive the Avoidance
Action Waiver.


 


132.            “Reorganized
Debtors” means Reorganized Ascena and each of the other Debtors, or any successor thereto, following the Effective Date.


 


133.            “Reorganized
Ascena” means either (a) Ascena, or any successor thereto, following the Effective Date, or (b) a new corporation
or limited liability company that may be formed or caused to be formed by the Debtors to, among other things, directly or indirectly
acquire substantially all of the assets and/or stock of the Debtors and issue the New Common Stock to be distributed or sold pursuant
to the Plan if the Debtors do not consummate the Sale Transaction.


 


134.            “Required
Consenting Stakeholders” shall have the meaning set forth in the Restructuring Support Agreement.


 


135.            “Required
Minimum Cash Amount” means an amount to be determined by the Debtors and the Required Consenting Stakeholders in good
faith no later than one Business Day prior to the anticipated Effective Date.


 


136.            “Restructuring”
means the restructuring of the Debtors on the terms of the Plan and the Restructuring Support Agreement.


 


137.            “Restructuring
Documents” means the Plan, the Disclosure Statement, the Plan Supplement, and the various agreements and other documents
formalizing or implementing the Plan and the transactions contemplated thereunder.


 


138.            “Restructuring
Support Agreement” means that certain Restructuring Support Agreement, dated as of July 23, 2020, by and among the
Debtors and the Consenting Stakeholders, including all exhibits and schedules attached thereto, as may be amended from time to
time in accordance with the terms thereof.


 


139.            “Restructuring
Transactions” means any transaction and any actions as may be necessary or appropriate to effect a corporate restructuring
of the Debtors’ and the Reorganized Debtors’ respective businesses or a corporate restructuring of the overall corporate
structure of the Debtors on the terms set forth in the Plan, Restructuring Support Agreement, and Restructuring Transactions Memorandum,
including the issuance of all Securities, notes, instruments, certificates, and other documents required to be issued or executed
pursuant to the Plan, one or more inter-company mergers, consolidations, amalgamations, arrangements, continuances, restructurings,
conversions, dissolutions, transfers, liquidations, or other corporate transactions, as described in Article IV.A of the Plan.


 






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140.            “Restructuring
Transactions Memorandum” means a document to be included in the Plan Supplement that will set forth the material components
of the Restructuring Transactions, including any corporate restructuring or reorganization to be consummated in connection therewith.


 


141.            “Sale
Transaction” means, collectively, those certain transactions between the Debtors and the Purchaser, as set forth in the
Asset Purchase Agreement.


 


142.            “Schedule
of Assumed Executory Contracts and Unexpired Leases” means the schedule (including any amendments or modifications thereto),
if any, of the Executory Contracts and Unexpired Leases to be assumed or assumed and assigned by the Reorganized Debtors pursuant
to the Plan, as set forth in the Plan Supplement, as amended by the Debtors from time to time in accordance with the Plan.


 


143.            “Schedule
of Rejected Executory Contracts and Unexpired Leases” means the schedule (including any amendments or modifications thereto),
if any, of the Executory Contracts and Unexpired Leases to be rejected by the Debtors pursuant to the Plan, as set forth in the
Plan Supplement, as amended by the Debtors from time to time in accordance with the Plan.


 


144.            “Schedule
of Retained Causes of Action” means the schedule, which will be included in the Plan Supplement, of certain Causes of
Action of the Debtors that are not released, waived, or transferred pursuant to the Plan, as the same may be amended, modified,
or supplemented from time to time.


 


145.            “Schedules”
means, collectively, the schedules of assets and liabilities, schedules of Executory Contracts and Unexpired Leases, and statements
of financial affairs Filed by the Debtors pursuant to section 521 of the Bankruptcy Code and in substantial accordance with the
Official Bankruptcy Forms, as the same may have been amended, modified, or supplemented from time to time.


 


146.            “Second
Out Exit Term Loan Facility” shall have the meaning given to “Last Out Term Loan Facility” in the Exit Facilities
Term Sheet.


 


147.            “Secured”
means when referring to a Claim: (a) secured by a Lien on property in which any of the Debtors has an interest, which Lien
is valid, perfected, and enforceable pursuant to applicable law or by reason of a Bankruptcy Court order, or that is subject to
setoff pursuant to section 553 of the Bankruptcy Code, to the extent of the value of the applicable holder’s interest in
the applicable Debtor’s interest in such property or to the extent of the amount subject to setoff, as applicable, as determined
pursuant to section 506(a) of the Bankruptcy Code; or (b) Allowed pursuant to the Plan, or separate order of the Bankruptcy
Court, as a secured claim.


 


148.            “Securities
Act” means the Securities Act of 1933, 15 U.S.C. §§ 77a–77aa, together with the rules and regulations
promulgated thereunder, as amended from time to time.


 


149.            “Security”
means a security as defined in section 2(a)(1) of the Securities Act.


 


150.            “Term
Loan Agent” means Goldman Sachs Bank USA, in its capacities as administrative agent and collateral agent under the Term
Loan Credit Agreement, and any successor thereto.


 


151.            “Term
Loan Claim” means all Claims of the respective Term Loan Lenders derived from, based upon, or secured pursuant to the
Term Loan Documents, including Claims for all principal amounts outstanding, interest, fees, expenses, costs, and other charges
arising thereunder or related thereto. For the avoidance of doubt, Claims of the Term Loan Agent for payment of professional fees,
costs, and expenses arising under the DIP Financing Order shall constitute an Administrative Claim rather than Term Loan Claim.


 






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152.            “Term
Loan Credit Agreement” means Term Credit Agreement, dated as of August 21, 2015, and as may otherwise be amended,
restated, supplemented or otherwise modified, among Ascena, AnnTaylor Retail, Inc., the lenders party thereto, and the Term
Loan Agent, as administrative agent.


 


153.            “Term
Loan Documents” means the Term Loan Credit Agreement and any other agreements and documents executed in connection with
or related thereto


 


154.            “Term
Loan Lenders” means each of the lenders from time to time party to the Term Loan Credit Agreement.


 


155.            “U.S.
Trustee” means the Office of the United States Trustee for the Eastern District of Virginia.


 


156.            “Unexpired
Lease” means a lease of nonresidential real property to which one or more of the Debtors is a party that is subject to
assumption or rejection under sections 365 or 1123 of the Bankruptcy Code.


 


157.            “Unimpaired”
means, with respect to a Class of Claims or Interests, a Class of Claims or Interests that are unimpaired within the
meaning of section 1124 of the Bankruptcy Code, including through payment in full in Cash.


 


158.            “Voting
Deadline” means October 13, 2020 at 5:00 p.m. prevailing Easter Time.


 


		B.	Rules of Interpretation.



 


For purposes herein:
(1) in the appropriate context, each term, whether stated in the singular or the plural, shall include both the singular and
the plural, and pronouns stated in the masculine, feminine, or neuter gender shall include the masculine, feminine, and the neuter
gender; (2) unless otherwise specified, any reference herein to a contract, lease, instrument, release, indenture, or other
agreement or document being in a particular form or on particular terms and conditions means that the referenced document shall
be substantially in that form or substantially on those terms and conditions; (3) unless otherwise specified, any reference
herein to an existing document, schedule, or exhibit, whether or not Filed, having been Filed or to be Filed shall mean that document,
schedule, or exhibit, as it may thereafter be amended, modified, or supplemented; (4) any reference to an Entity as a holder
of a Claim or Interest includes that Entity’s successors and assigns; (5) unless otherwise specified, all references
herein to “Articles” are references to Articles hereof or hereto; (6) unless otherwise specified, all references
herein to exhibits are references to exhibits in the Plan Supplement; (7) unless otherwise specified, the words “herein,”
 “hereof,” and “hereto” refer to the Plan in its entirety rather than to a particular portion of the Plan;
(8) captions and headings to Articles are inserted for convenience of reference only and are not intended to be a part of
or to affect the interpretation of the Plan; (9) unless otherwise specified herein, the rules of construction set forth
in section 102 of the Bankruptcy Code shall apply; (10) any term used in capitalized form herein that is not otherwise defined
but that is used in the Bankruptcy Code or the Bankruptcy Rules shall have the meaning assigned to that term in the Bankruptcy
Code or the Bankruptcy Rules, as the case may be; (11) all references to docket numbers of documents Filed in the Chapter
11 Cases are references to the docket numbers under the Bankruptcy Court’s CM/ECF system; (12) all references to statutes,
regulations, orders, rules of courts, and the like shall mean as amended from time to time, and as applicable to the Chapter
11 Cases, unless otherwise stated; (13) any immaterial effectuating provisions may be interpreted by the Reorganized Debtors
in such a manner that is consistent with the overall purpose and intent of the Plan all without further notice to or action, order,
or approval of the Bankruptcy Court or any other Entity; and (14) except as otherwise specifically provided in the Plan to the
contrary, references in the Plan to the Debtors or to the Reorganized Debtors shall mean the Debtors and the Reorganized Debtors,
as applicable, to the extent the context requires.


 


		C.	Computation of Time.



 


Unless otherwise specifically
stated herein, the provisions of Bankruptcy Rule 9006(a) shall apply in computing any period of time prescribed or allowed
herein. If the date on which a transaction may occur pursuant to the Plan shall occur on a day that is not a Business Day, then
such transaction shall instead occur on the next succeeding Business Day. Any action to be taken on the Effective Date may be taken
on or as soon as reasonably practicable after the Effective Date.


 






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		D.	Governing Law.



 


Unless a rule of
law or procedure is supplied by federal law (including the Bankruptcy Code and Bankruptcy Rules) or unless otherwise specifically
stated, the laws of the State of Delaware, without giving effect to the principles of conflict of laws, shall govern the rights,
obligations, construction, and implementation of the Plan, any agreements, documents, instruments, or contracts executed or entered
into in connection with the Plan (except as otherwise set forth in those agreements, in which case the governing law of such agreement
shall control); provided that corporate governance matters relating to the Debtors or the Reorganized Debtors, as applicable,
shall be governed by the laws of the state of incorporation or formation of the relevant Debtor or Reorganized Debtor, as applicable.


 


		E.	Reference to Monetary Figures.



 


All references in the
Plan to monetary figures shall refer to currency of the United States of America, unless otherwise expressly provided herein.


 


		F.	Controlling Document.



 


In the event of an
inconsistency between the Plan and the Disclosure Statement, the terms of the Plan shall control in all respects. In the event
of an inconsistency between the Plan and the Plan Supplement, the Plan Supplement shall control. In the event of any inconsistency
between the Plan or Plan Supplement, on the one hand, and the Confirmation Order on the other hand, the Confirmation Order shall
control.


 


		G.	Restructuring Support Agreement Party Consent Rights and Controlling Documents.



 


Notwithstanding anything
herein to the contrary, any and all consent rights of the parties to the Restructuring Support Agreement as set forth in the Restructuring
Support Agreement with respect to the form and substance of the Plan, any Definitive Document, all exhibits to the Plan, and the
Plan Supplement, including any amendments, restatements, supplements, or other modifications to such agreements and documents,
and any consents, waivers, or other deviations under or from any such documents, shall be incorporated herein by this reference
(including to the applicable definitions in Section I.‎A of the Plan) and be fully enforceable as if stated in full herein.


 


Article II.

ADMINISTRATIVE CLAIMS, DIP ABL FACILITY CLAIMS, DIP TERM FACILITY CLAIMS, PROFESSIONAL COMPENSATION, AND PRIORITY CLAIMS


 


In accordance with
section 1123(a)(1) of the Bankruptcy Code, Administrative Claims, DIP ABL Facility Claims, DIP Term Facility Claims,
and Priority Tax Claims have not been classified and, thus, are excluded from the Classes of Claims and Interests set forth in
Article III hereof.


 


		A.	Administrative Claims.



 


Except with respect
to Administrative Claims that are Professional Fee Claims or to the extent that an Administrative Claim has not already been paid
during the Chapter 11 Cases or a holder of an Allowed Administrative Claim and the applicable Debtor(s) agree to less favorable
treatment, each holder of an Allowed Administrative Claim shall be paid in full in Cash the unpaid portion of its Allowed Administrative
Claim on the latest of: (a)  the Effective Date if such Administrative Claim is Allowed as of the Effective Date, including
those 503(b)(9) Claims that are not Disputed; (b) the date such Administrative Claim is Allowed or as soon as reasonably
practicable thereafter; and (c) the date such Allowed Administrative Claim becomes due and payable, or as soon thereafter
as is reasonably practicable; provided that Allowed Administrative Claims that arise in the ordinary course of the Debtors’
businesses shall be paid in the ordinary course of business in accordance with the terms and subject to the conditions of any agreements
and/or arrangements governing, instruments evidencing, or other documents relating to such transactions (and no requests for payment
of such Administrative Claims must be Filed or served). Notwithstanding the foregoing, no request for payment of an Administrative
Claim need be Filed with respect to an Administrative Claim Allowed by Final Order.


 






    14


     


    

 


Except as otherwise
provided in this Article II.A and except with respect to Administrative Claims that are Professional Fee Claims, requests
for payment of Allowed Administrative Claims must be Filed and served on the Reorganized Debtors pursuant to the procedures specified
in, as applicable, the Initial Administrative Claims Bar Date Order or the Confirmation Order and the notice of entry of the Confirmation
Order no later than the Initial Administrative Claims Bar Date or Final Administrative Claims Bar Date, as applicable. Holders
of Administrative Claims that are required to, but do not, File and serve a request for payment of such Administrative Claims by
such date shall be forever barred, estopped, and enjoined from asserting such Administrative Claims against the Debtors or their
property and such Administrative Claims shall be deemed discharged as of the Effective Date. Objections to such requests, if any,
must be Filed and served on the Reorganized Debtors and the requesting party by the Claims Objection Bar Date.


 


		B.	DIP ABL Facility Claims.



 


All DIP ABL Facility
Claims shall be deemed Allowed as of the Effective Date in an amount equal to (a) the principal amount outstanding under the
DIP ABL Agreement on such date, (b) all accrued and unpaid interest thereon to the date of payment, and (c) all accrued
and unpaid fees, expenses, and noncontingent indemnification obligations payable under the DIP ABL Agreement and the DIP Financing
Order.


 


Except to the extent
that a holder of an Allowed DIP ABL Facility Claim agrees to less favorable treatment, in full and final satisfaction, settlement,
release, and discharge of each Allowed DIP ABL Facility Claim, on the Effective Date, each Holder of an Allowed DIP ABL Facility
Claim shall be Paid in Full. As used in this paragraph, “Paid in Full” shall mean (i) if those certain conversion
conditions set forth in the DIP ABL Agreement remain unsatisfied as of the Effective Date, on the Effective Date, each holder of
an Allowed DIP ABL Facility Claim shall receive the indefeasible repayment in full in Cash of all obligations (including principal,
interests, fees, expenses, indemnities (other than contingent indemnification obligations for which no claim has been asserted))
under the DIP ABL Agreement, the cash collateralization of all treasury and cash management obligations, hedging obligations, and
bank product obligations, and the cancellation, replacement, backing, or cash collateralization of letters of credit, in each case,
in accordance with the terms of the DIP ABL Agreement, or (ii) if those certain conversion conditions as set forth in the
DIP ABL Agreement are fully satisfied as of the Effective Date, on the Effective Date, each holder of an Allowed DIP ABL Facility
Claim shall receive, unless such holder agrees to less favorable treatment, its Pro Rata share of participation in the Exit ABL
Facility. The Liens securing the DIP ABL Facility shall not be released until such time as (x) the DIP ABL Facility is Paid
in Full, (y) the commitments to lend thereunder have terminated, and (z) the DIP ABL Agent has received evidence reasonably
satisfactory to it that the DIP ABL Facility has been terminated and the security granted in connection therewith released.


 


Subject to the DIP
ABL Facility Claims being Paid in Full in accordance with the terms of the Plan, or other such treatment as contemplated by Article II.B
of the Plan, on the Effective Date all Liens and security interests granted to secure such obligations (other than those granted
in connection with the payoff arrangements and cash collateralization of such obligations) shall be automatically terminated and
of no further force or effect without any further notice to or action, order, or approval of the Bankruptcy Court.


 


		C.	DIP Term Facility Claims.



 


All DIP Term Facility
Claims shall be deemed Allowed as of the Effective Date in an amount equal to (a) the principal amount outstanding under the
DIP Term Agreement on such date, (b) all accrued and unpaid interest thereon to the date of payment, and (c) all accrued
and unpaid fees, expenses, and noncontingent indemnification obligations payable under the DIP Term Agreement and the DIP Financing
Order.


 


On the Effective Date,
each holder of an Allowed DIP Term Facility Claim shall receive, unless such holder agrees to less favorable treatment and subject
to the terms and conditions of the DIP Term Facility and the Exit Facility Term Sheet, cash in an amount equal to its allowed DIP
Term Facility Claim; provided that, if certain conditions as set forth in the DIP Term Agreement and Exit Facility Term
Sheet are satisfied, each holder of an allowed DIP Term Facility Claim shall receive (i) loans arising under the First Out
Exit Term Loan Facility in an amount equal to such holder’s allowed DIP Term Facility Claim and (ii) cash on account
of accrued and unpaid interest and other charges payable through the Effective Date, in full and final satisfaction, release, and
discharge of, and in exchange for, such Allowed DIP Term Facility Claim.


 






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		D.	Professional Compensation.



 


1.            Professional
Fee Escrow Account.


 


As soon as reasonably
practicable after the Confirmation Date, and no later than one Business Day prior to the Effective Date, the Debtors shall establish
and fund the Professional Fee Escrow Account with Cash equal to the Professional Fee Escrow Amount. The Professional Fee Escrow
Account shall be maintained in trust solely for the Professionals and for no other Entities until all Professional Fee Claims Allowed
by the Bankruptcy Court have been irrevocably paid in full to the Professionals pursuant to one or more Final Orders of the Bankruptcy
Court. No Liens, claims, or interests shall encumber the Professional Fee Escrow Account or Cash held in the Professional Fee Escrow
Account in any way. Such funds shall not be considered property of the Estates, the Debtors, or the Reorganized Debtors.


 


The amount of Professional
Fee Claims owing to the Professionals shall be paid in Cash to such Professionals from the funds held in the Professional Fee Escrow
Account as soon as reasonably practicable after such Professional Fee Claims are Allowed by an order of the Bankruptcy Court; provided
that obligations with respect to Allowed Professional Fee Claims shall not be limited nor be deemed limited to funds held in the
Professional Fee Escrow Account. When all Professional Fee Claims Allowed by the Bankruptcy Court have been irrevocably paid in
full to the Professionals pursuant to one or more Final Orders of the Bankruptcy Court, any remaining funds held in the Professional
Fee Escrow Account shall promptly be paid to the Reorganized Debtors without any further notice to or action, order, or approval
of the Bankruptcy Court or any other Entity.


 


2.            Final
Fee Applications and Payment of Professional Fee Claims.


 


All final requests
for payment of Professional Fee Claims for services rendered and reimbursement of expenses incurred prior to the Confirmation Date
must be filed no later than 45 days after the Effective Date. The Bankruptcy Court shall determine the Allowed amounts of such
Professional Fee Claims after notice and a hearing in accordance with the procedures established by the Bankruptcy Code, Bankruptcy
Rules, and prior Bankruptcy Court orders. The amount of the Allowed Professional Fee Claims owing to the Professionals shall be
paid in Cash to such Professionals, including from funds held in the Professional Fee Escrow Account when such Professional Fee
Claims are Allowed by entry of an order of the Bankruptcy Court.


 


3.            Professional
Fee Escrow Amount.


 


The Professionals shall
provide a reasonable and good-faith estimate of their fees and expenses incurred in rendering services to the Debtors before and
as of the Effective Date projected to be outstanding as of the Effective Date, and shall deliver such estimate to the Debtors no
later than five days before the anticipated Effective Date; provided that such estimate shall not be considered an admission
or limitation with respect to the fees and expenses of such Professional and such Professionals are not bound to any extent by
the estimates. If a Professional does not provide an estimate, the Debtors may estimate a reasonable amount of unbilled fees and
expenses of such Professional, taking into account any prior payments; provided that such estimate shall not be binding
or considered an admission with respect to the fees and expenses of such Professional. The total aggregate amount so estimated
as of the Effective Date shall be utilized by the Debtors to determine the amount to be funded to the Professional Fee Escrow Account;
provided that the Reorganized Debtors shall use Cash on hand to increase the amount of the Professional Fee Escrow Account
to the extent fee applications are filed after the Effective Date in excess of the amount held in the Professional Fee Escrow Account
based on such estimates.


 


4.            Post-Confirmation
Date Fees and Expenses.


 


From and after the
Confirmation Date, the Debtors or the Reorganized Debtors, as applicable, shall, in the ordinary course of business and without
any further notice to or action, order, or approval of the Bankruptcy Court, pay in Cash the reasonable and documented legal, professional,
or other fees and expenses related to implementation of the Plan and Consummation incurred by the Debtors or the Reorganized Debtors,
as applicable. Upon the Confirmation Date, any requirement that Professionals comply with sections 327 through 331 and 1103 of
the Bankruptcy Code in seeking retention or compensation for services rendered after such date shall terminate, and the Debtors
may employ and pay any Professional in the ordinary course of business without any further notice to or action, order, or approval
of the Bankruptcy Court.


 






    16


     


    

 


The Debtors and the
Reorganized Debtors, as applicable, shall pay, within ten business days after submission of a detailed invoice to the Debtors or
the Reorganized Debtors, as applicable, such reasonable claims for compensation or reimbursement of expenses incurred by the retained
Professionals of the Debtors or the Reorganized Debtors, as applicable. If the Debtors or the Reorganized Debtors, as applicable,
dispute the reasonableness of any such invoice, the Debtors or the Reorganized Debtors, as applicable, or the affected professional
may submit such dispute to the Bankruptcy Court for a determination of the reasonableness of any such invoice, and the disputed
portion of such invoice shall not be paid until the dispute is resolved.


 


		E.	Priority Tax Claims.



 


Pursuant to section
1129(a)(9)(C) of the Bankruptcy Code, unless otherwise agreed by the holder of an Allowed Priority Tax Claim and the applicable
Debtor or Reorganized Debtor, each holder of an Allowed Priority Tax Claim will receive, at the option of the applicable Debtor
or Reorganized Debtor, in full satisfaction of its Allowed Priority Tax Claim that is due and payable on or before the Effective
Date, either (i) Cash equal to the amount of such Allowed Priority Tax Claim on the Effective Date or (ii) otherwise
treated in accordance with the terms set forth in section 1129(a)(9)(C) of the Bankruptcy Code. For the avoidance of
doubt, holders of Allowed Priority Tax Claims will receive interest on such Allowed Priority Tax Claims after the Effective Date
in accordance with sections 511 and 1129(a)(9)(C) of the Bankruptcy Code.


 


Article III.

CLASSIFICATION AND TREATMENT OF CLAIMS AND INTERESTS


 


		A.	Classification of Claims and Interests.



 


The Plan constitutes
a separate Plan proposed by each Debtor. Except for the Claims addressed in Article II of the Plan, all Claims and Interests
are classified in the Classes set forth below in accordance with section 1122 of the Bankruptcy Code. A Claim or an Interest
is classified in a particular Class only to the extent that the Claim or Interest qualifies within the description of that
Class and is classified in other Classes to the extent that any portion of the Claim or Interest qualifies within the description
of such other Classes. A Claim or an Interest also is classified in a particular Class for the purpose of receiving distributions
under the Plan only to the extent that such Claim or Interest is an Allowed Claim or Interest in that Class and has not been
paid, released, or otherwise satisfied prior to the Effective Date.


 






    17


     


    

 



 


The classification
of Claims and Interests against each Debtor (as applicable) pursuant to the Plan is as follows:


 


	
        Class
	 	
        Claim or Interest
	 	
        Status
	 	
        Voting Rights

	1	 	Other Secured Claims	 	Unimpaired	 	Presumed to Accept
	2	 	Other Priority Claims	 	Unimpaired	 	Presumed to Accept
	3	 	ABL Claims	 	Unimpaired	 	Presumed to Accept
	4	 	Term Loan Claims	 	Impaired	 	Entitled to Vote
	5	 	General Unsecured Claims	 	Impaired	 	Entitled to Vote
	6	 	Intercompany Claims	 	Unimpaired / Impaired	 	Not Entitled to Vote
	7	 	Intercompany Interests	 	Unimpaired 	 	Presumed to Accept
	8	 	Interests in Ascena	 	Impaired	 	Deemed to Reject


 


		B.	Treatment of Claims and Interests.



 


Each holder of an Allowed
Claim or Allowed Interest, as applicable, shall receive under the Plan the treatment described below in full and final satisfaction,
settlement, release, and discharge of and in exchange for such holder’s Allowed Claim or Allowed Interest, except to the
extent different treatment is agreed to by the Reorganized Debtors and the holder of such Allowed Claim or Allowed Interest, as
applicable. Unless otherwise indicated, the holder of an Allowed Claim or Allowed Interest, as applicable, shall receive such treatment
on the Effective Date or as soon as reasonably practicable thereafter.


 


1.            Class 1
 – Other Secured Claims


 


		a.	Classification: Class 1 consists of Other Secured Claims against any Debtor.



 


		b.	Treatment: Each holder of an Allowed Other Secured Claim shall receive, at the option of
the applicable Debtor:



 


		i.	payment in full in Cash;



 


		ii.	delivery of the collateral securing any such Claim and payment of any interest required under section
506(b) of the Bankruptcy Code;



 


		iii.	Reinstatement of such Claim; or



 


		iv.	other treatment rendering such Claim Unimpaired.



 


		c.	Voting: Class 1 is Unimpaired. Holders of Other Secured Claims are conclusively presumed
to have accepted the Plan under section 1126(f) of the Bankruptcy Code, and are not entitled to vote to accept or reject the
Plan.



 


2.            Class 2
 – Other Priority Claims


 


		a.	Classification: Class 2 consists of Other Priority Claims.



 


		b.	Treatment: Each holder of an Other Priority Claim shall receive payment in full in Cash
or other treatment rendering such Claim Unimpaired.



 






    	 	18	 



     


    

 


		c.	Voting: Class 2 is Unimpaired. Holders of Other Priority Claims are conclusively presumed
to have accepted the Plan under section 1126(f) of the Bankruptcy Code, and are not entitled to vote to accept or reject
the Plan.



 


3.            Class 3
 – ABL Claims


 


		a.	Classification: Class 3 consists of all ABL Claims.



 


		b.	Allowance: $333,000,000.



 


		c.	Treatment: To the extent any Allowed ABL Claims remain outstanding on the Effective Date,
each holder of an Allowed ABL Claim shall receive:



 


		i.	payment in full in Cash of its Allowed ABL Claim and replacement or cash collateralization of all
issued and undrawn letters of credit in the amounts specified under the ABL Credit Agreement;



 


		ii.	the collateral securing its Allowed ABL claim;



 


		iii.	Reinstatement of its Allowed ABL Claim under the Exit ABL Facility; or



 


		iv.	such other treatment that renders its Allowed ABL Claim Unimpaired in accordance with section 1124
of the Bankruptcy Code.



 


		d.	Voting: Class 3 is Unimpaired. Holders of ABL Claims are conclusively presumed to have
accepted the Plan under section 1126(f) of the Bankruptcy Code, and are not entitled to vote to accept or reject the
Plan.



 


4.            Class 4
 – Term Loan Claims


 


		a.	Classification: Class 4 consists of all Term Loan Claims.



 


		b.	Allowance: $1,271,597,089.



 


		c.	Treatment:



 


		i.	to the extent the Debtors consummate the Sale Transaction on or prior to the Effective Date, each
holder of an Allowed Term Loan Claim shall receive its Pro Rata share of the Net Lender Distributable Cash;



 


		ii.	to the extent the Debtors do not consummate the Sale Transaction on or prior to the Effective Date,
each holder of an Allowed Term Loan Claim shall receive its Pro Rata share of: (A) the loans arising under the Second Out
Exit Term Loan Facility; (B) 55.1% of the New Common Stock less the percentage of New Common Stock distributed as the Equity
Premium, subject to dilution on account of the Management Incentive Plan; and (C) the Excess Cash.



 


		d.	Voting: Class 4 is Impaired. Holders of Allowed Term Loan Claims are entitled to vote
to accept or reject the Plan.



 


5.            Class 5
 – General Unsecured Claims


 


		a.	Classification: Class 5 consists of all General Unsecured Claims.



 






    	 	19	 



     


    

 


		b.	Treatment: Each holder of an Allowed General Unsecured Claim shall receive its Pro Rata
share of GUC Trust Net Assets as a beneficiary of the GUC Trust and a holder of GUC Trust Interests.



 


		c.	Voting: Class 5 is Impaired. Holders of Allowed General Unsecured Claims are entitled
to vote to accept or reject the Plan.



 


6.            Class 6
 – Intercompany Claims


 


		a.	Classification: Class 6 consists of all Intercompany Claims.



 


		b.	Treatment: Subject to the Restructuring Transactions Memorandum, each Allowed Intercompany
Claim shall be Reinstated, distributed, contributed, set off, settled, cancelled and released, or otherwise addressed at the option
of the Reorganized Debtors; provided that no distributions shall be made on account of any Intercompany Claims.



 


		c.	Voting: Class 6 is conclusively deemed to have accepted the Plan pursuant to section 1126(f) of
the Bankruptcy Code or rejected the Plan pursuant to section 1126(g) of the Bankruptcy Code. Holders of Intercompany Claims
are not entitled to vote to accept or reject the Plan.



 


7.            Class 7
 – Intercompany Interests


 


		a.	Classification: Class 7 consists of all Intercompany Interests.



 


		b.	Treatment: Subject to the Restructuring Transactions Memorandum, Intercompany Interests
shall receive no recovery or distribution and be Reinstated solely to the extent necessary to maintain the Debtors’ corporate
structure.



 


		c.	Voting: Class 7 is Unimpaired, and holders of Intercompany Interests are conclusively
presumed to have accepted the Plan under section 1126(f) of the Bankruptcy Code. Holders of Intercompany Interests are not
entitled to vote to accept or reject the Plan.



 


8.            Class 8
 – Interests in Ascena


 


		a.	Classification: Class 8 consists of all Interests in Ascena.



 


		b.	Treatment: Each holder of an Allowed Interest in Ascena shall have such Interest cancelled,
released, and extinguished without any distribution.



 


		c.	Voting: Class 8 is Impaired, and holders of Interests in Ascena are conclusively presumed
to have rejected the Plan pursuant to section 1126(g) of the Bankruptcy Code. Holders of Interests in Ascena are not entitled
to vote to accept or reject the Plan.



 


		C.	Special Provision Governing Unimpaired Claims.



 


Except as otherwise
provided in the Plan, nothing under the Plan shall affect the Debtors’ or the Reorganized Debtors’ rights regarding
any Unimpaired Claim, including all rights regarding legal and equitable defenses to or setoffs or recoupments against any such
Unimpaired Claim.


 


		D.	Elimination of Vacant Classes.



 


Any Class of Claims
or Interests that does not have a holder of an Allowed Claim or Allowed Interest or a Claim or Interest temporarily Allowed by
the Bankruptcy Court as of the date of the Confirmation Hearing shall be deemed eliminated from the Plan for purposes of voting
to accept or reject the Plan and for purposes of determining acceptance or rejection of the Plan by such Class pursuant to
section 1129(a)(8) of the Bankruptcy Code.


 






    	 	20	 



     


    

 


		E.	Voting Classes; Presumed Acceptance by Non-Voting Classes.



 


If a Class contains
Claims or Interests eligible to vote and no holders of Claims or Interests eligible to vote in such Class vote to accept or
reject the Plan, the Debtors shall request the Bankruptcy Court to deem the Plan accepted by the holders of such Claims or Interests
in such Class. For the avoidance of doubt, any holders of a Claim or Interest who abstain from voting shall not be presumed to
accept the Plan in their individual capacity as such.


 


		F.	Intercompany Interests.



 


Holders of Intercompany
Interests are retaining their respective Interests not on account of their Intercompany Interests, but rather for the purposes
of administrative convenience, for the ultimate benefit of the holders of New Common Stock, and in exchange for the Debtors’
and the Reorganized Debtors’ agreement, as applicable, under the Plan to make certain distributions to the holders of Allowed
Claims. For the avoidance of doubt, any Interest in a non-Debtor owned by a Debtor shall continue to be owned by the applicable
Reorganized Debtor, as applicable.


 


		G.	Subordinated Claims and Interests.



 


The allowance, classification,
and treatment of all Allowed Claims and Allowed Interests and the respective distributions and treatments under the Plan take into
account and conform to the relative priority and rights of the Claims and Interests in each Class in connection with any contractual,
legal, and equitable subordination rights relating thereto, whether arising under general principles of equitable subordination,
section 510(b) of the Bankruptcy Code, or otherwise. Pursuant to section 510 of the Bankruptcy Code, the Reorganized
Debtors reserve the right to re-classify any Allowed Claim or Allowed Interest in accordance with any contractual, legal, or equitable
subordination relating thereto.


 


		H.	Confirmation Pursuant to Section 1129(b) of the Bankruptcy Code



 


Section 1129(a)(10) of
the Bankruptcy Code shall be satisfied for purposes of Confirmation by acceptance of the Plan by one or more of the Classes entitled
to vote pursuant to Article III.B of the Plan. The Debtors shall seek Confirmation of the Plan pursuant to section 1129(b) of
the Bankruptcy Code with respect to any rejecting Class of Claims or Interests. The Debtors reserve the right to alter, amend,
or modify the Plan, or any document in the Plan Supplement in accordance with Article X hereof to the extent, if any, that
Confirmation pursuant to section 1129(b) of the Bankruptcy Code requires modification, including by modifying the treatment
applicable to a Class of Claims to render such Class of Claims Unimpaired to the extent permitted by the Bankruptcy Code
and the Bankruptcy Rules or to withdraw the Plan as to such Debtor.


 


Article IV.

MEANS FOR IMPLEMENTATION OF THE PLAN


 


		A.	Restructuring Transactions.



 


To the extent the Debtors
do not consummate the Sale Transaction on or before the Effective Date, on the Effective Date or as soon as reasonably practicable
thereafter, the Reorganized Debtors shall take all actions as may be necessary or appropriate to effectuate the Restructuring Transactions,
including, without limitation: (a) the execution and delivery of any appropriate agreements or other documents of merger,
consolidation, restructuring, conversion, disposition, transfer, dissolution, or liquidation containing terms that are consistent
with the terms of the Plan, and that satisfy the requirements of applicable law and any other terms to which the applicable Entities
may agree; (b) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of
any asset, property, right, liability, debt, or obligation on terms consistent with the terms of the Plan and having other terms
for which the applicable parties agree; (c) the filing of appropriate certificates or articles of incorporation, reincorporation,
merger, consolidation, conversion, or dissolution pursuant to applicable state law; (d) consummation of such other transactions
that are required to effectuate the Restructuring Transactions, including the transaction set forth in the Restructuring Transactions
Memorandum; (e) consummation of all transactions necessary to provide for the purchase of substantially all of the assets
or Interests of any of the Debtors by one or more Entities to be wholly owned by Reorganized Ascena, which purchase may be structured
as a taxable transaction for United States federal income tax purposes; (f) the issuance, distribution, reservation, or dilution,
as applicable, of the New Common Stock, as set forth herein; and (g) all other actions that the applicable Entities determine
to be necessary or appropriate, including making filings or recordings that may be required by applicable law.


 






    	 	21	 



     


    

 


		B.	Administrative Consolidation for Distribution Purposes Only.



 


On the Effective Date,
and solely for administrative purposes to facilitate distributions from the GUC Trust: (1) all General Unsecured Claims against
each of the Debtors shall be deemed merged or treated as liabilities of the GUC Trust to the extent Allowed; (2) all General
Unsecured Claim guaranties by a Debtor of the obligations of any other Debtor shall be deemed eliminated and extinguished so that
any General Unsecured Claim against any Debtor and any guarantee thereof executed by any Debtor and any joint or several General
Unsecured Claim against any of the Debtors shall be deemed to be one obligation of the GUC Trust; (3) each and every General
Unsecured Claim filed in any of the Chapter 11 Cases shall be treated as filed against the consolidated Debtors and shall be treated
as one General Unsecured Claim against and obligation of the GUC Trust. For the avoidance of doubt, for purposes of determining
the availability of the right of set off under section 553 of the Bankruptcy Code, the Debtors shall be treated as separate entities
so that, subject to the other provisions of section 553 of the Bankruptcy Code, debts due to any of the Debtors may not be set
off against the liabilities of any of the other Debtors. Such administrative consolidation is solely for the purpose of facilitating
distributions to holders of General Unsecured Claims under this Plan and shall not affect the legal and corporate structures of
the Reorganized Debtors. Moreover, such administrative consolidation shall not affect any subordination provisions set forth in
any agreement relating to any General Unsecured Claim or the ability of the GUC Recovery Trustee to seek to have any General Unsecured
Claim subordinated in accordance with any contractual rights or equitable principles.


 


		C.	General Settlement of Claims / Global Settlement with the Creditors’ Committee.



 


Unless otherwise set
forth in the Plan, pursuant to section 1123 of the Bankruptcy Code and Bankruptcy Rule 9019, and in consideration for the
classification, distributions, releases, and other benefits provided under the Plan, upon the Effective Date, the provisions of
the Plan shall constitute a good faith compromise and settlement of all Claims and Interests and controversies resolved pursuant
to the Plan, including with respect to issues related to the value of the Debtors’ unencumbered property. The Plan shall
be deemed a motion to approve the good faith compromise and settlement of all such Claims, Interests, and controversies pursuant
to Bankruptcy Rule 9019, and the entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval of
such compromise and settlement under section 1123 of the Bankruptcy Code and Bankruptcy Rule 9019, as well as a finding by
the Bankruptcy Court that such settlement and compromise is fair, equitable, reasonable and in the best interests of the Debtors
and their Estates. Subject to Article VI hereof, all distributions made to holders of Allowed Claims and Allowed Interests
(as applicable) in any Class are intended to be and shall be final.


 


The Plan embodies the
Global Settlement, the key terms of which include the following:


 


		·	the creation of the GUC Trust under the Plan and the GUC Trustee selected by the Creditors’
Committee funded with the GUC Trust Assets for the benefit of Allowed General Unsecured Claims;



 


		·	the Avoidance Action Waiver;



 


		·	the withdrawal of the Debtors’ Motion for Entry of an Order (I) Extending Time for
Performance of Obligations Arising Under Unexpired Non-Residential Real Property Leases, and (II) Granting Related Relief
[Docket No. 144] and payment of deferred and stub rent owing to landlords (and, for the avoidance of doubt, accruing before
the effective date of the rejection of any applicable real property lease, as applicable) pursuant to the terms of the DIP Financing
Order;



 






    	 	22	 



     


    

 


		·	the commitment by the Debtors to use commercially reasonable efforts to condition any critical
or foreign vendor payment on the applicable vendor agreeing to (a) provide trade terms at least as favorable as the most favorable
terms provided by such vendor in the six-month period ending February 29, 2020 for at least six (6) months after the
Effective Date and (b) vote in favor of the Plan, if the Plan is consistent with the terms of the Global Settlement;



 


		·	the commitment by the Debtors to use commercially reasonable efforts to spend at least 70% of the
authorized critical vendor and foreign vendor payments; provided that the size and terms of the critical vendor and foreign
program shall not otherwise change from what was previously authorized by the Court; and



 


		·	the support of the Creditors’ Committee in favor of the Plan.



 


		D.	Sources of Consideration for Plan Distributions if the Debtors do not Consummate the Sale Transaction on or before the Effective
Date.



 


To the extent the Debtors
do not consummate the Sale Transaction on or before the Effective Date, the Reorganized Debtors, as applicable, shall fund distributions
under the Plan from the following sources:


 


1.            Cash
on Hand.


 


The Reorganized Debtors,
as applicable, shall use Cash on hand, including proceeds from the Exit Facilities (if any), to fund distributions to certain holders
of Allowed Claims in accordance with Article III.B of the Plan.


 


2.            Issuance
and Distribution of New Common Stock.


 


On the Effective Date,
Reorganized Ascena shall issue the New Common Stock to fund distributions to certain holders of Allowed Claims in accordance with
Article III of the Plan.


 


On the Effective Date,
each Consenting Stakeholder shall receive, in its capacity as such, (a) its pro rata share (the numerator being such party’s
holdings of the loans arising under the First Out Exit Term Loan Facility (including through a Related Fund) and the denominator
being the aggregate outstanding amount of all loans arising under the First Out Exit Term Loan Facility) of 44.9% of the New Common
Stock, which will be subject to dilution from the Management Incentive Plan, and (b) its pro rata share (based on such party’s
Backstop Percentage (including through a Related Fund)) of the Equity Premium, which will be subject to dilution from the Management
Incentive Plan.


 


The issuance of New
Common Stock under the Plan, as well as any options or other equity awards, if any, reserved under the Management Incentive Plan,
is duly authorized without the need for any further corporate action and without any further action by the Debtors or Reorganized
Debtors or the holders of Claims.


 


Reorganized Ascena
will have one class of common equity interests, the New Common Stock.


 


3.            Exit
Facilities.


 


On the Effective Date,
the Reorganized Debtors shall enter into the Exit Facilities (the terms of which shall be set forth in the Exit Facility Documents)
on terms consistent with the Exit Facilities Term Sheet and ABL Commitment Letter, if applicable.


 


Confirmation of the
Plan shall be deemed approval of the Exit Facilities and the Exit Facility Documents, and all transactions contemplated thereby,
and all actions to be taken, undertakings to be made, and obligations to be incurred by the Reorganized Debtors in connection therewith,
including the payment of all fees, indemnities, and expenses provided for therein, and authorization of the Reorganized Debtors
to enter into and execute the Exit Facility Documents and such other documents as may be required to effectuate the Exit Facilities.


 






    	 	23	 



     


    

 


On the later of (i) the
Effective Date and (ii) the date on which the Exit Facility Documents have been executed and delivered, except as otherwise
expressly provided in the Plan, all of the Liens and security interests to be granted in accordance with the Exit Facility Documents
(a) shall be deemed to be granted, (b) shall be legal, binding, and enforceable Liens on, and security interests in,
the applicable collateral in accordance with the respective terms of the Exit Facility Documents, (c) shall be deemed perfected
on the Effective Date, subject only to such Liens and security interests as may be permitted to be senior to them under the respective
Exit Facility Documents, and (d) shall not be subject to recharacterization or subordination for any purposes whatsoever and
shall not constitute preferential transfers or fraudulent conveyances under the Bankruptcy Code or any applicable non-bankruptcy
law. The Reorganized Debtors and the Entities granted such Liens and security interests shall be authorized to make all filings
and recordings, and to obtain all governmental approvals and consents necessary to establish and perfect such Liens and security
interests under the provisions of the applicable state, federal, or other law that would be applicable in the absence of the Plan
and the Confirmation Order (it being understood that perfection shall occur automatically by virtue of the entry of the Confirmation
Order (subject solely to the occurrence of the Effective Date) and any such filings, recordings, approvals, and consents shall
not be required), and will thereafter cooperate to make all other filings and recordings that otherwise would be necessary under
applicable law to give notice of such Liens and security interests to third parties.


 


		E.	Sources of Consideration for Plan Distributions if the Debtors consummate the Sale Transaction on or before the Effective
Date.



 


To the extent the Debtors
consummate the Sale Transaction on or before the Effective Date, the Reorganized Debtors, as applicable, shall use Distributable
Cash to fund distributions to certain holders of Allowed Claims in accordance with this Plan.


 


To the extent the Debtors
consummate the Sale Transaction on or before the Effective Date, the Debtors shall continue in existence after the Effective Date
as the Reorganized Debtors for purposes of (1) winding down the Estates as expeditiously as reasonably possible and liquidating
any assets held by the Reorganized Debtors after the Effective Date and after consummation of the Sale Transaction, (2) performing
their obligations under any transition services agreement entered into on or after the Effective Date by and between the Reorganized
Debtors and the Purchaser, (3) resolving any Disputed Claims, (4) paying Allowed Claims, (5) enforcing and prosecuting
claims, interests, rights, and privileges under any Causes of Action not previously settled, released, discharged, enjoined, or
exculpated under the Plan in an efficacious manner and only to the extent the benefits of such enforcement or prosecution are reasonably
believed to outweigh the costs associated therewith, (6) filing appropriate tax returns, and (7) administering the Plan
in an efficacious manner. The Reorganized Debtors shall be deemed to be substituted as the party-in-lieu of the Debtors in all
matters, including (1) motions, contested matters, and adversary proceedings pending in the Bankruptcy Court, and (2) all
matters pending in any courts, tribunals, forums, or administrative proceedings outside of the Bankruptcy Court, in each case without
the need or requirement for the Plan Administrator to file motions or substitutions of parties or counsel in each such matter.


 


On the Effective Date,
all assets of the Debtors shall vest in the Reorganized Debtors for the purpose of liquidating the Estates and Consummating the
Plan. Such assets shall be held free and clear of all liens, claims, and interests of holders of Claims and Interests, except as
otherwise provided in the Plan. Any distributions to be made under the Plan from such assets shall be made by the Plan Administrator
or its designee. The Reorganized Debtors and the Plan Administrator shall be deemed to be fully bound by the terms of the Plan
and the Confirmation Order.


 


1.            Plan
Administrator.


 


The Plan Administrator
shall act for the Reorganized Debtors in the same fiduciary capacity as applicable to a board of managers and officers, subject
to the provisions hereof (and all certificates of formation, membership agreements, and related documents are deemed amended by
the Plan to permit and authorize the same). On the Effective Date, the authority, power, and incumbency of the persons acting as
managers and officers of the Reorganized Debtors shall be deemed to have resigned, solely in their capacities as such, and the
Plan Administrator or a representative of the Plan Administrator shall be appointed as the sole manager and sole officer of the
Reorganized Debtors and shall succeed to the powers of the Reorganized Debtors’ managers and officers. From and after the
Effective Date, the Plan Administrator shall be the sole representative of, and shall act for, the Reorganized Debtors. The foregoing
shall not limit the authority of the Reorganized Debtors or the Plan Administrator, as applicable, to continue the employment any
former manager or officer, including pursuant to any transition services agreement entered into on or after the Effective Date
by and between the Reorganized Debtors and the Purchaser. The Plan Administrator shall hold [monthly] conference calls with certain
Initial Consenting Stakeholders (as defined in the Restructuring Support Agreement) until all Cash of the Reorganized Debtors has
been distributed in accordance with the Plan.


 






    	 	24	 



     


    

 


The powers of the Plan
Administrator shall include any and all powers and authority to implement the Plan and to make distributions thereunder and wind
down the businesses and affairs of the Debtors and the Post-Effective Date Debtors, as applicable, including: (1) liquidating,
receiving, holding, investing, supervising, and protecting the Cash and assets of the Reorganized Debtors; (2) taking all
steps to execute all instruments and documents necessary to effectuate the distributions to be made under the Plan; (3) making
distributions as contemplated under the Plan; (4) establishing and maintaining bank accounts in the name of the Reorganized
Debtors; (5) subject to the terms set forth herein, employing, retaining, terminating, or replacing professionals to represent
it with respect to its responsibilities or otherwise effectuating the Plan to the extent necessary; (6) paying all reasonable
fees, expenses, debts, charges, and liabilities of the Reorganized Debtors; (7) administering and paying taxes of the Reorganized
Debtors, including filing tax returns; (8) representing the interests of the Reorganized Debtors before any taxing authority
in all matters, including any action, suit, proceeding or audit; and (9) exercising such other powers as may be vested in
it pursuant to order of the Bankruptcy Court or pursuant to the Plan, or as it reasonably deems to be necessary and proper to carry
out the provisions of the Plan.


 


The Plan Administrator
may resign at any time upon 30 days’ written notice delivered to the Bankruptcy Court; provided that such resignation
shall only become effective upon the appointment of a permanent or interim successor Plan Administrator. Upon its appointment,
the successor Plan Administrator, without any further act, shall become fully vested with all of the rights, powers, duties, and
obligations of its predecessor and all responsibilities of the predecessor Plan Administrator relating to the Reorganized Debtors
shall be terminated.


 


		a.	Appointment of the Plan Administrator.



 


The Plan Administrator
shall be appointed by the Debtors or the Reorganized Debtors, as applicable, and will be the Claims Management Consultant or such
other person selected by the Required Consenting Stakeholders. The Plan Administrator shall retain and have all the rights, powers,
and duties necessary to carry out his or her responsibilities under this Plan, and as otherwise provided in the Confirmation Order.
The identity of the initial Plan Administrator shall be disclosed in the Plan Supplement.


 


		b.	Retention of Professionals.



 


The Plan Administrator
shall have the right to retain the services of attorneys, accountants, and other professionals that, in the discretion of the Plan
Administrator, are necessary to assist the Plan Administrator in the performance of his or her duties. The reasonable fees and
expenses of such professionals shall be paid by the Reorganized Debtors, upon the monthly submission of statements to the Plan
Administrator. The payment of the reasonable fees and expenses of the Plan Administrator’s retained professionals shall be
made in the ordinary course of business and shall not be subject to the approval of the Bankruptcy Court.


 


		c.	Compensation of the Plan Administrator.



 


The Plan Administrator’s
compensation, on a post-Effective Date basis, shall be as described in the Plan Supplement.


 


2.            Wind
Down.


 


On and after the Effective
Date, the Plan Administrator will be authorized to implement the Plan and any applicable orders of the Bankruptcy Court, and the
Plan Administrator shall have the power and authority to take any action necessary to wind down and dissolve the Debtors’
Estates.


 






    	 	25	 



     


    

 


As soon as practicable
after the Effective Date, the Plan Administrator shall take such actions as the Plan Administrator may determine to be necessary
or desirable to carry out the purposes of the Plan. Except to the extent necessary to complete the liquidation and wind-down of
any remaining assets or operations, from and after the Effective Date the Debtors (1) for all purposes shall be deemed to
have withdrawn their business operations from any state in which the Debtors were previously conducting, or are registered or licensed
to conduct, their business operations, and shall not be required to file any document, pay any sum, or take any other action in
order to effectuate such withdrawal, (2) shall be deemed to have cancelled pursuant to this Plan all Interests, and (3) shall
not be liable in any manner to any taxing authority for franchise, business, license, or similar taxes accruing on or after the
Effective Date.


 


The filing of the final
monthly report (for the month in which the Effective Date occurs) and all subsequent quarterly reports shall be the responsibility
of the Plan Administrator.


 


3.            Plan
Administrator Exculpation, Indemnification, Insurance, and Liability Limitation.


 


The Plan Administrator
and all professionals retained by the Plan Administrator, each in their capacities as such, shall be deemed exculpated and indemnified,
except for fraud, willful misconduct, or gross negligence, in all respects by the Reorganized Debtors. The Plan Administrator may
obtain, at the expense of the Reorganized Debtors, commercially reasonable liability or other appropriate insurance with respect
to the indemnification obligations of the Reorganized Debtors. The Plan Administrator may rely upon written information previously
generated by the Debtors.


 


4.            Tax
Returns


 


After the Effective
Date, the Plan Administrator shall complete and file all final or otherwise required federal, state, and local tax returns for
each of the Debtors, and, pursuant to section 505(b) of the Bankruptcy Code, may request an expedited determination of any
unpaid tax liability of such Debtor or its Estate for any tax incurred during the administration of such Debtor’s Chapter
11 Case, as determined under applicable tax laws.


 


5.            Dissolution
of the Reorganized Debtors.


 


Upon a certification
to be Filed with the Bankruptcy Court by the Plan Administrator of all distributions having been made and completion of all its
duties under the Plan and entry of a final decree closing the last of the Chapter 11 Cases, the Reorganized Debtors shall be deemed
to be dissolved without any further action by the Reorganized Debtors, including the filing of any documents with the secretary
of state for the state in which the Reorganized Debtors are formed or any other jurisdiction. The Plan Administrator, however,
shall have authority to take all necessary actions to dissolve the Reorganized Debtors in and withdraw the Reorganized Debtors
from applicable states.


 


		F.	Corporate Existence.



 


Except as otherwise
provided in the Plan, the Restructuring Transactions Memorandum, or the Plan Supplement, each Debtor shall continue to exist after
the Effective Date as a separate corporate entity, limited liability company, partnership, or other form, as the case may be, with
all the powers of a corporation, limited liability company, partnership, or other form, as the case may be, pursuant to the applicable
law in the jurisdiction in which each applicable Debtor is incorporated or formed and pursuant to the respective certificate of
incorporation and bylaws (or other formation documents) in effect prior to the Effective Date, except to the extent such certificate
of incorporation and bylaws (or other formation documents) are amended under the Plan, the New Corporate Governance Documents,
or otherwise, and to the extent such documents are amended, such documents are deemed to be amended pursuant to the Plan and require
no further action or approval (other than any requisite filings required under applicable state, provincial, or federal law).


 






    	 	26	 



     


    

 


		G.	Vesting of Assets in the Reorganized Debtors.



 


Except as otherwise
provided in the Plan or any agreement, instrument, or other document incorporated in the Plan or the Plan Supplement, on the Effective
Date, all property of each Estate, all Causes of Action, and any property acquired by any of the Debtors, including interests held
by the Debtors in their respective non-Debtor subsidiaries, shall vest in each applicable Reorganized Debtor, free and clear of
all Liens, Claims, charges, or other encumbrances. On and after the Effective Date, except as otherwise provided in the Plan or
the Restructuring Transactions Memorandum, each Reorganized Debtor may operate its business and may use, acquire, or dispose of
property, and compromise or settle any Claims, Interests, or Causes of Action without supervision or approval by the Bankruptcy
Court and free of any restrictions of the Bankruptcy Code or Bankruptcy Rules.


 


		H.	Cancellation of Existing Securities and Instruments.



 


Except as otherwise
provided in the Restructuring Support Agreement, the Plan, or any agreement, instrument, or other document incorporated in the
Plan or the Plan Supplement, on the Effective Date, all notes, instruments, certificates, Securities, and other documents evidencing
Claims or Interests, including the ABL Credit Agreement and the Term Loan Credit Agreement, shall be terminated and canceled as
to the Debtors and the obligations of the Debtors thereunder or in any way related thereto shall be deemed satisfied in full and
discharged; provided that all provisions of the Term Loan Documents that by their express terms survive termination thereof
shall remain in full force and effect and enforceable by their terms, in each case against all parties other than the Debtors.


 


		I.	Corporate Action.



 


Upon the Effective
Date, or as soon thereafter as is reasonably practicable, all applicable actions contemplated by the Plan shall be deemed authorized
and approved by the Bankruptcy Court in all respects, including, as applicable: (1) the implementation of the Restructuring
Transactions, including the transactions contemplated by the Restructuring Transactions Memorandum; (2) the selection of the
directors and officers for the Reorganized Debtors; (3) the entry into the Exit Facilities and the incurrence of credit thereunder;
(4) the adoption of the Management Incentive Plan by the New Board; (5) the issuance and distribution of the New Common
Stock; and (6) all other actions contemplated by the Plan (whether to occur before, on, or after the Effective Date). Upon
the Effective Date, all matters provided for in the Plan involving the corporate structure of the Reorganized Debtors, and any
corporate action required by the Debtors or the other Reorganized Debtors in connection with the Plan shall be deemed to have occurred
and shall be in effect, without any requirement of further action by the security holders, directors, or officers of the Debtors
or the Reorganized Debtors.


 


On or (as applicable)
before the Effective Date, the appropriate officers of the Debtors or the Reorganized Debtors shall be authorized and (as applicable)
directed to issue, execute, and deliver the agreements, documents, Securities, and instruments contemplated by the Plan (or necessary
or desirable to effect the transactions contemplated by the Plan) in the name of and on behalf of the Reorganized Debtors, including
the Exit Facilities, the New Common Stock, and any and all other agreements, documents, Securities, and instruments relating to
the foregoing, to the extent not previously authorized by the Bankruptcy Court. The authorizations and approvals contemplated by
this Article IV.I shall be effective notwithstanding any requirements under non-bankruptcy law.


 


		J.	New Corporate Governance Documents.



 


The New Corporate Governance
Documents shall, among other things: (1) contain terms consistent with the documentation set forth in the Plan Supplement;
(2) authorize the issuance, distribution, and reservation of the New Common Stock to the Entities entitled to receive such
issuances, distributions and reservations under the Plan; and (3) pursuant to and only to the extent required by section 1123(a)(6) of
the Bankruptcy Code, and limited as necessary to facilitate compliance with non-bankruptcy federal laws, prohibit the issuance
of non-voting equity Securities.


 


On or immediately before
the Effective Date, Ascena or Reorganized Ascena, as applicable, will file Reorganized Ascena’s New Corporate Governance
Documents with the applicable Secretary of State and/or other applicable authorities in its state of incorporation or formation
in accordance with the applicable laws of its state of incorporation or formation, to the extent required for such New Corporate
Governance Documents to become effective. After the Effective Date, Reorganized Ascena may amend and restate its formation, organizational,
and constituent documents as permitted by the laws of its jurisdiction of formation and the terms of such documents.


 






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		K.	Directors and Officers of the Reorganized Debtors.



 


To the extent the Debtors
do not consummate the Sale Transaction on or before the Effective Date, as of the Effective Date, the terms of the current members
of the board of directors of Ascena shall expire and the new directors and officers of Reorganized Ascena shall be appointed. The
New Board will consist of seven (7) directors, including, subject to the terms of the New Corporate Governance Documents:


 


		a.	Carrie W. Teffner;



 


		b.	the Chief Executive Officer of Reorganized Ascena;



 


		c.	one (1) director determined by Bain Capital Credit, LP;



 


		d.	one (1) director determined by Monarch Alternative Capital LP;



 


		e.	one (1) director determined collectively by Bain Capital Credit, LP, Eaton Vance Management,
Lion Point Capital, LP, and Monarch Alternative Capital LP; and



 


		f.	two (2) directors determined by the Backstop Parties.



 


The identities of directors
on the New Board shall be set forth in the Plan Supplement to the extent known at the time of filing. To the extent any director
or officer of Reorganized Ascena is an Insider, the nature of any compensation to be paid to such director or officer also will
be disclosed.


 


		L.	Effectuating Documents; Further Transactions.



 


On and after the Effective
Date, the Reorganized Debtors, the Plan Administrator, their officers, and the members of the New Boards, are authorized to and
may issue, execute, deliver, file, or record such contracts, Securities, instruments, releases, and other agreements or documents
and take such actions as may be necessary, appropriate, or desirable to effectuate, implement, and further evidence the terms and
conditions of the Plan and the Securities issued pursuant to the Plan, including, as applicable, the New Common Stock and the Exit
Facilities, in the name of and on behalf of Reorganized Ascena or the other Reorganized Debtors, as applicable, without the need
for any approvals, authorization, or consents.


 


		M.	Exemption from Certain Taxes and Fees.



 


To the fullest extent
permitted by section 1146(a) of the Bankruptcy Code, any transfers (whether from a Debtor to a Reorganized Debtor or to any
other Person) of property under the Plan or pursuant to: (a) the issuance, distribution, transfer, or exchange of any debt,
Equity Security, or other interest in the Debtors or the Reorganized Debtors, including the New Common Stock; (b) the Restructuring
Transactions; (c) the creation, modification, consolidation, termination, refinancing, and/or recording of any mortgage, deed
of trust, or other security interest, or the securing of additional indebtedness by such or other means; (d) the making, assignment,
or recording of any lease or sublease; or (e) the making, delivery, or recording of any deed or other instrument of transfer
under, in furtherance of, or in connection with, the Plan, including any deeds, bills of sale, assignments, or other instrument
of transfer executed in connection with any transaction arising out of, contemplated by, or in any way related to the Plan, shall
not be subject to any document recording tax, stamp tax, conveyance fee, intangibles or similar tax, mortgage tax, real estate
transfer tax, mortgage recording tax, Uniform Commercial Code filing or recording fee, regulatory filing or recording fee, or other
similar tax or governmental assessment, and upon entry of the Confirmation Order, the appropriate state or local governmental officials
or agents shall forego the collection of any such tax or governmental assessment and accept for filing and recordation any of the
foregoing instruments or other documents without the payment of any such tax, recordation fee, or governmental assessment. All
filing or recording officers (or any other Person with authority over any of the foregoing), wherever located and by whomever appointed,
shall comply with the requirements of section 1146(c) of the Bankruptcy Code, shall forego the collection of any such tax
or governmental assessment, and shall accept for filing and recordation any of the foregoing instruments or other documents without
the payment of any such tax or governmental assessment.


 






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		N.	Preservation of Causes of Action.



 


In accordance with
section 1123(b) of the Bankruptcy Code, but subject to Article VIII hereof, each Reorganized Debtor, as applicable,
shall retain and may enforce all rights to commence and pursue, as appropriate, any and all Causes of Action (including all Avoidance
Actions) of the Debtors, whether arising before or after the Petition Date, including any actions specifically enumerated in the
Schedule of Retained Causes of Action, and the Reorganized Debtors’ rights to commence, prosecute, or settle such Causes
of Action shall be preserved notwithstanding the occurrence of the Effective Date, other than with respect to the Causes of Action
released by the Debtors pursuant to the releases and exculpations contained in the Plan and the Avoidance Action Waiver, which
shall be deemed released and waived by the Debtors and the Reorganized Debtors as of the Effective Date.


 


The Reorganized Debtors
may pursue such retained Causes of Action, as appropriate, in accordance with the best interests of the Reorganized Debtors. No
Entity (other than the Released Parties) may rely on the absence of a specific reference in the Plan, the Plan Supplement, or the
Disclosure Statement to any Cause of Action against it as any indication that the Debtors or the Reorganized Debtors, as applicable,
will not pursue any and all available Causes of Action of the Debtors against it. The Debtors and the Reorganized Debtors expressly
reserve all rights to prosecute any and all Causes of Action against any Entity, except as otherwise expressly provided in the
Plan. Unless otherwise agreed upon in writing by the parties to the applicable Cause of Action, all objections to the Schedule
of Retained Causes of Action must be Filed with the Bankruptcy Court on or before thirty (30) days after the Effective Date.
Any such objection that is not timely filed shall be disallowed and forever barred, estopped, and enjoined from assertion against
any Reorganized Debtor without the need for any objection or responsive pleading by the Reorganized Debtors or any other party
in interest or any further notice to or action, order, or approval of the Bankruptcy Court. The Reorganized Debtors may settle
any such objection without any further notice to or action, order, or approval of the Bankruptcy Court. If there is any dispute
regarding the inclusion of any Cause of Action on the Schedule of Retained Causes of Action that remains unresolved by the Debtors
or the Reorganized Debtors, as applicable, and the objection party for thirty (30) days, such objection shall be resolved by the
Bankruptcy Court. Unless any Causes of Action of the Debtors against an Entity are expressly waived, relinquished, exculpated,
released, compromised, or settled in the Plan or a Final Order, the Reorganized Debtors expressly reserve all Causes of Action,
for later adjudication, and, therefore, no preclusion doctrine, including the doctrines of res judicata, collateral estoppel, issue
preclusion, claim preclusion, estoppel (judicial, equitable, or otherwise), or laches, shall apply to such Causes of Action upon,
after, or as a consequence of the Confirmation or Consummation.


 


The Reorganized Debtors
reserve and shall retain such Causes of Action of the Debtors notwithstanding the rejection or repudiation of any Executory Contract
or Unexpired Lease during the Chapter 11 Cases or pursuant to the Plan. In accordance with section 1123(b)(3) of the Bankruptcy
Code, any Causes of Action that a Debtor may hold against any Entity shall vest in the Reorganized Debtors, except as otherwise
expressly provided in the Plan. The applicable Reorganized Debtors, through their authorized agents or representatives, shall retain
and may exclusively enforce any and all such Causes of Action. The Reorganized Debtors shall have the exclusive right, authority,
and discretion to determine and to initiate, file, prosecute, enforce, abandon, settle, compromise, release, withdraw, or litigate
to judgment any such Causes of Action and to decline to do any of the foregoing without the consent or approval of any third party
or further notice to or action, order, or approval of the Bankruptcy Court.


 


		O.	D&O Liability Insurance Policies.



 


On the Effective Date,
pursuant to sections 105 and 365(a) of the Bankruptcy Code, the Reorganized Debtors shall be deemed to have assumed all of
the D&O Liability Insurance Policies. Entry of the Confirmation Order will constitute the Bankruptcy Court’s approval
of the Reorganized Debtors’ assumption of all of the D&O Liability Insurance Policies.


 


After the Effective
Date, none of the Debtors or the Reorganized Debtors shall terminate or otherwise reduce the coverage under any D&O Liability
Insurance Policies with respect to conduct occurring as of the Effective Date, and all officers, directors, managers, and employees
of the Debtors who served in such capacity at any time before the Effective Date shall be entitled to the full benefits of any
such policies regardless of whether such officers, directors, managers, or employees remain in such positions after the Effective
Date, all in accordance with and subject in all respects to the terms and conditions of the D&O Liability Insurance Policies.


 






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On and after the Effective
Date, each of the Reorganized Debtors shall be authorized to purchase a directors’ and officers’ liability insurance
policy for the benefit of their respective directors, members, trustees, officers, and managers in the ordinary course of business.


 


		P.	GUC Trust.



 


On or prior to the
Effective Date, the Debtors shall transfer the GUC Trust Assets to the GUC Trust and the Debtors and the GUC Trustee shall execute
the GUC Trust Agreement and shall take all steps necessary to establish the GUC Trust in accordance with the Plan and the beneficial
interests therein. In the event of any conflict between the terms of the Plan and the terms of the GUC Trust Agreement, the terms
of the Plan shall govern. Additionally, on the Effective Date, the Debtors shall transfer and shall be deemed to transfer to the
GUC Trust all of their rights, title, and interest in and to all of the GUC Trust Assets and, in accordance with section 1141 of
the Bankruptcy Code, the GUC Trust Assets shall automatically vest in the GUC Trust free and clear of all Claims and Liens, and
such transfer shall be exempt from any stamp, real estate transfer, mortgage reporting, sales, use, or other similar tax. The GUC
Trustee shall be the exclusive administrator of the assets of the GUC Trust for purposes of 31 U.S.C. § 3713(b) and 26 U.S.C.
 § 6012(b)(3), as well as the representatives of the Estate of each of the Debtors appointed pursuant to section 1123(b)(3)(B) of
the Bankruptcy Code, solely for purposes of carrying out the GUC Trustee’s duties under the GUC Trust Agreement. The GUC
Trust shall be governed by the GUC Trust Agreement and administered by the GUC Trustee. The powers, rights, and responsibilities
of the GUC Trustee shall be specified in the GUC Trust Agreement and shall include the authority and responsibility to, among other
things, take the actions set forth in this section. The GUC Trustee shall hold and distribute the GUC Trust Assets in accordance
with the provisions of the Plan and the GUC Trust Agreement. Other rights and duties of the GUC Trustee shall be as set forth in
the GUC Trust Agreement. After the Effective Date, the Debtors and the Reorganized Debtors shall have no interest in the GUC Trust
Assets except as set forth in the Plan, the Confirmation Order, or the GUC Trust Agreement. For the avoidance of doubt, the claims
and Causes of Action held by the Debtors or Reorganized Debtors in connection with the suit Target Corp. et al. v. Visa Inc.
et al., case no. 1:13-cv-03477, currently pending in the U.S. District Court for the Southern District of New York, shall
vest in and be controlled by the Reorganized Debtors notwithstanding the provisions of this Plan providing that future cash proceeds
of such suit will be transferred to the GUC Trust (at which time (and not before) such proceeds shall vest in the GUC Trust); provided
that the Reorganized Debtors shall provide reasonable information regarding the progress and status such suit to the GUC Trustee
on a confidential basis upon reasonable request of the GUC Trustee.


 


GUC Trustee and
GUC Trust Agreement. The GUC Trust Agreement will be filed with the Plan Supplement and generally will provide for,
among other things: (i) the transfer of the GUC Trust Assets to the GUC Trust; (ii) the payment of certain reasonable
expenses of the GUC Trust from the GUC Trust Assets; and (iii) distributions to holders of Allowed General Unsecured Claims,
as provided herein and in the GUC Trust Agreement. For the avoidance of doubt, the GUC Trust Agreement also will identify: (a) the
identity of the GUC Trustee; (b) who will select the GUC Trustee; (c) the terms of the GUC Trustee’s engagement;
(d) the identity of any parties who will supervise the fees of the GUC Trustee; and (e) whether the GUC Trustee shall
be bonded. The GUC Trust Agreement may include reasonable and customary provisions that allow for indemnification by the GUC Trust.
Any such indemnification shall be the sole responsibility of the GUC Trust and payable solely from the GUC Trust Assets. The GUC
Trustee shall be responsible for all decisions and duties with respect to the GUC Trust and the GUC Trust Assets, except as otherwise
provided in the Plan, the Confirmation Order, or the GUC Trust Agreement.


 


Cooperation of the
Reorganized Debtors.  Except as otherwise provided in the Plan, the Confirmation Order, or the GUC Trust Agreement,
the Debtors or the Reorganized Debtors, as applicable, upon reasonable notice, shall reasonably cooperate with the GUC Trustee
in the administration of the GUC Trust, including by providing reasonable access to pertinent documents, including books and records,
to the extent the Reorganized Debtors have such information and/or documents, to the GUC Trustee sufficient to enable the GUC Trustee
to perform its duties hereunder. The Reorganized Debtors shall reasonably cooperate with the GUC Trustee in the administration
of the GUC Trust, including by providing reasonable access to documents and current officers and directors with respect to contesting,
settling, compromising, reconciling, and objecting to General Unsecured Claims; provided that, in each case, the GUC Trust
agrees upon request to reimburse reasonable out-of-pocket expenses for preservation of documents, copying, or similar expenses.
The collection, review, and preservation of documents for any investigation or litigation by the GUC Trustee shall be at the expense
of the GUC Trust.


 






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Preservation of
Privilege. The Reorganized Debtors shall enter into a common interest agreement whereby the Reorganized Debtors will be able
to share documents, information, or communications (whether written or oral) relating to the GUC Trust Assets. The GUC Trust shall
seek to preserve and protect all applicable privileges attaching to any such documents, information, or communications. The GUC
Trustee’s receipt of such documents, information or communications shall not constitute a waiver of any privilege. All privileges
shall remain in the control of the Debtors or the Reorganized Debtors and the Debtors or the Reorganized Debtors, as applicable,
retain the right to waive their own privileges.


 


GUC Trust Fees and
Expenses. From and after the Effective Date, the GUC Trustee, on behalf of the GUC Trust, shall, in the ordinary course of
business and without the necessity of any approval by the Bankruptcy Court, pay the GUC Trust Fees and Expenses from the GUC Trust
Assets. The GUC Trustee is authorized to allocate such expenses (including, without limitation, any taxes imposed on or payable
by the GUC Trust or in respect of the GUC Trust Assets and professional fees) to, and pay them from, the GUC Trust Assets, as the
GUC Trustee may determine in good faith is fair (such as based upon the GUC Trustee’s good faith determination of the nature
or purpose of the fee or expense, the relative amount of General Unsecured Claims, the relative estimated value of the GUC Trust
Assets or such other matters as the GUC Trustee deems relevant); provided that the GUC Trustee (i) shall reasonably
attribute the expenses (including, without limitation, any taxes imposed on or payable by the GUC Trust or in respect of the GUC
Trust Assets and professional fees) of the liquidation, defense, or resolution of General Unsecured Claims to the GUC Trust Assets
and pay them therefrom, and (ii) shall reasonably attribute the expenses (including, without limitation, any taxes imposed
on or payable by the GUC Trust or in respect of the GUC Trust Assets and professional fees) of calculating, disseminating, and
administering distributions (e.g., accounting and mailing costs) on General Unsecured Claims to the GUC Trust Assets and
pay them therefrom. The Reorganized Debtors shall not be responsible for any costs, fees, or expenses of the GUC Trust.


 


Tax Treatment.
In furtherance of this Section of the Plan, (i) it is intended that the GUC Trust be classified for federal income tax
purposes as a “liquidating trust” within the meaning of Treasury Regulation section 301.7701-4(d) and in
compliance with Revenue Procedure 94-45, 1994-2 C.B. 684, and, thus, as a “grantor trust” within the meaning of sections
671 through 679 of the Tax Code to the holders of General Unsecured Claims, consistent with the terms of the Plan, and accordingly,
all assets held by the GUC Trust are intended to be deemed for federal income tax purposes to have been distributed by the Debtors
or the Reorganized Debtors, as applicable, to the holders of Allowed General Unsecured Claims, and then contributed by the holders
of Allowed General Unsecured Claims to the GUC Trust in exchange for their interest in the GUC Trust; (ii) the primary purpose
of the GUC Trust shall be the liquidation and distribution of the GUC Trust Assets in accordance with Treasury Regulation section 301.7701-4(d),
including the resolution of General Unsecured Claims in accordance with this Plan, with no objective to continue or engage in the
conduct of a trade or business; (iii) all parties (including, without limitation, the Debtors, the Estates, holders of Allowed
General Unsecured Claims receiving interests in the GUC Trust, and the GUC Trustee) shall report consistently with such treatment
described in provisos (i) and (ii) of this paragraph; (iv) all parties (including, without limitation, the Debtors,
the Estates, holders of Allowed General Unsecured Claims receiving interests in the GUC Trust, and the GUC Trustee) shall report
consistently with the valuation of the GUC Trust Assets transferred to the GUC Trust as determined by the GUC Trustee (or its designee);
(v) the GUC Trustee shall be responsible for filing all applicable tax returns for the GUC Trust as a grantor trust pursuant
to Treasury Regulation section 1.671-4(a); and (vi) the GUC Trustee shall annually send to each holder of an interest in the
GUC Trust a separate statement regarding the receipts and expenditures of the trust as relevant for U.S. federal income tax purposes.


 


Subject to definitive
guidance from the Internal Revenue Service or a court of competent jurisdiction to the contrary (including the receipt by the GUC
Trustee of a private letter ruling if the GUC Trustee so requests one, or the receipt of an adverse determination by the Internal
Revenue Service upon audit if not contested by the GUC Trustee), the GUC Trustee may timely elect to (i) treat any portion
of the GUC Trust allocable to Disputed Claims as a “disputed ownership fund” governed by Treasury Regulation section
1.468B-9 (and make any appropriate elections) and (ii) to the extent permitted by applicable law, report consistently with
the foregoing for state and local income tax purposes.  If a “disputed ownership fund” election is made, all parties
(including, without limitation, the Debtors, the Estates, holders of Allowed General Unsecured Claims receiving interests in the
GUC Trust, and the GUC Trustee) shall report for United States federal, state, and local income tax purposes consistently with
the foregoing. Any taxes (including with respect to earned interest, if any) imposed on the GUC Trust as a result of this treatment
shall be paid out of the assets of the GUC Trust (and reductions shall be made to amounts disbursed from the account to account
for the need to pay such taxes). The GUC Trustee may request an expedited determination of taxes of the GUC Trust, including any
reserve for Disputed Claims, under section 505(b) of the Bankruptcy Code for all tax returns filed for, or on behalf of, the
GUC Trust for all taxable periods through the dissolution of the GUC Trust.


 






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The GUC Trust shall
continue to have all of the rights and powers granted to the Reorganized Debtors as set forth in this Plan and applicable non-bankruptcy
law, and the GUC Trustee shall also have the rights, powers, and obligations set forth in the GUC Trust Agreement.


 


Non-Transferability
of GUC Trust Interests. Any and all GUC Trust Interests shall be non-transferable other than if transferred by will, intestate
succession, or otherwise by operation of law. In addition, any and all GUC Trust Interests will not constitute “securities”
and will not be registered pursuant to the Securities Act or any applicable state or local securities law. However, if it should
be determined that any such interests constitute “securities,” the exemption provisions of Section 1145 of the
Bankruptcy Code will be satisfied and the offer, issuance and distribution under the Plan of the GUC Trust Interests will be exempt
from registration under the Securities Act and all applicable state and local securities laws and regulations.


 


Dissolution of the
GUC Trust. The GUC Trustee and the GUC Trust shall be discharged or dissolved, as the case may be, at such time as all distributions
required to be made by the GUC Trustee under the Plan have been made. Upon dissolution of the GUC Trust, any remaining GUC Trust
Assets shall be distributed to holders of Allowed General Unsecured Claims in accordance with the Plan and the GUC Trust Agreement,
as appropriate.


 


Single Satisfaction
of Allowed General Unsecured Claims. Notwithstanding anything to the contrary herein, in no event shall holders of Allowed
General Unsecured Claims recover more than the full amount of their Allowed General Unsecured Claims from the GUC Trust.


 


		Q.	Management Incentive Plan.



 


To the extent the Debtors
do not consummate the Sale Transaction on or before the Effective Date, on the Effective Date, the Reorganized Debtors will reserve
New Common Stock representing (on a fully diluted and fully distributed basis) up to 10% of the New Common Stock exclusively for
awards and distribution under the Management Incentive Plan, which will contain terms and conditions (including, without limitation,
with respect to participants, form, allocation, structure, duration and timing and extent of issuance and vesting) as determined
at the discretion of the New Board after the Effective Date.


 


		R.	Employee Obligations.



 


On
and after the Effective Date, the Debtors or the Reorganized Debtors, as applicable, shall adopt, assume, continue, and/or honor
in the ordinary course of business all obligations related to all Employee Benefits Programs (as agreed to be modified between
the Debtors and the Required Consenting Stakeholders prior to the effectiveness of the Restructuring Support Agreement, as applicable)
and assume all employment agreements or letters, indemnification agreements, or other agreements entered into with current and
former employees (as agreed to be modified between the Debtors and the Required Consenting Stakeholders prior to the effectiveness
of the Restructuring Support Agreement, as applicable) unless such employees agree to enter into new agreements on terms and conditions
acceptable to the Reorganized Debtors, the Required Consenting Stakeholders and such employee. Notwithstanding the foregoing, no
(x) compensation, post-employment, separation or retirement arrangement with any former Insider (as of the effective date
of the Restructuring Support Agreement) or (y) non-qualified deferred compensation plan or supplemental retirement plan, solely
to the extent any such plan would benefit any former Insider (as of the Effective Date), will be assumed on the Effective Date,
in each case without the prior consent of the Required Consenting Stakeholders. Except as provided in the preceding sentence, pursuant
to section 1129(a)(13) of the Bankruptcy Code, from and after the Effective Date, all retiree benefits (as such term is defined
in section 1114 of the Bankruptcy Code), if any, shall continue to be paid in accordance with applicable law. Further, (A) (i) if
the Debtors do not consummate the Sale Transaction on or before the Effective Date, the consummation of the Restructuring Transactions
and occurrence of the Effective Date will not constitute a “change of control” for purposes of any Employee Benefits
Programs or any employment agreements, letters, or other agreements entered into with current and former employees that are assumed
pursuant hereto and (ii) if the Debtors consummate the Sale Transaction on or before the Effective Date, consummation of the
Sale Transaction will constitute a “change of control” for purposes of the Employee Benefits Programs and any employment
agreements, letters, or other agreements entered into with current and former employees that are assumed pursuant hereto, including
all executive and non-executive severance programs, employment, participation clarification, and incentive bonus agreements, and
executive and non-executive retirement plans and, to the extent necessary, all such Employee Benefits Programs and any employment
agreements, letters, or other agreements entered into with current and former employees that are assumed pursuant hereto shall
be deemed amended on the Effective Date to provide as such, and (B) entitlements to or treatment with respect to any equity
awards on or following the Effective Date will solely be governed by the Management Incentive Plan, as applicable, and any such
terms relating to allocation or acceleration of equity awards set forth in any arrangements assumed hereunder will be void.


 






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		S.	Avoidance Action Waiver.



 


On the Effective Date,
the Debtors shall provide the Avoidance Action Waiver to any vendor, service provider, landlord, and non-insider employee that
does not opt out of the releases set forth in Article VIII of the Plan.


 


Article V.

TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES


 


		A.	Assumption and Rejection of Executory Contracts and Unexpired Leases if the Debtors Do Not Consummate
the Sale Transaction on or before the Effective Date.



 


On the Effective Date,
except as otherwise provided in the Plan or otherwise agreed to by the Debtors and the counterparty to an Executory Contract or
Unexpired Lease, all Executory Contracts or Unexpired Leases not previously assumed, assumed and assigned, or rejected in the Chapter 11
Cases, shall be deemed assumed by the Reorganized Debtors, in accordance with the provisions and requirements of sections 365
and 1123 of the Bankruptcy Code, regardless of whether such Executory Contract or Unexpired Lease is set forth on the Schedule
of Assumed Executory Contracts and Unexpired Leases, other than: (1) those that are identified on the Schedule of Rejected
Executory Contracts and Unexpired Leases; (2) those that have been previously rejected by a Final Order; (3) those that
are the subject of a motion to reject Executory Contracts or Unexpired Leases that is pending on the Effective Date; or (4) those that
are subject to a motion to reject an Executory Contract or Unexpired Lease pursuant to which the requested effective date of such
rejection is after the Effective Date.


 


Entry of the Confirmation
Order shall constitute a Bankruptcy Court order approving the assumptions, assumptions and assignments, or rejections of the Executory
Contracts or Unexpired Leases as set forth in the Plan or the Schedule of Rejected Executory Contracts and Unexpired Leases, pursuant
to sections 365(a) and 1123 of the Bankruptcy Code, except as otherwise provided in the Plan or the Confirmation Order. Unless
otherwise indicated or agreed by the Debtors and the applicable contract counterparties, assumptions, assumptions and assignments,
or rejections of Executory Contracts and Unexpired Leases pursuant to the Plan are effective as of the Effective Date. Each Executory
Contract or Unexpired Lease assumed pursuant to the Plan or by Bankruptcy Court order but not assigned to a third party before
the Effective Date shall re-vest in and be fully enforceable by the applicable Reorganized Debtor in accordance with its terms,
except as such terms may have been modified by any order of the Bankruptcy Court authorizing and providing for its assumption under
applicable federal law or as otherwise agreed by the Debtors and the applicable counterparty to the Executory Contract or Unexpired
Lease.


 


In the event of an
unresolved dispute regarding (1) the amount of any Cure Claim, (2) the ability of the Reorganized Debtors or any assignee
to provide “adequate assurance of future performance” (within the meaning of section 365 of the Bankruptcy Code) under
the Executory Contract or Unexpired Lease to be assumed, or assumed and assigned, or (3) any other matter pertaining to assumption,
assignment, or payments of any Cure Claims required by section 365(b)(1) of the Bankruptcy Code, such dispute shall be resolved
by a Final Order(s) of the Bankruptcy Court. The Debtors or Reorganized Debtors, as applicable, reserve the right to reject
any Executory Contract or Unexpired Lease upon the resolution of any cure disputes. If the Bankruptcy Court determines that the
Allowed Cure Claim with respect to any Executory Contract or Unexpired Lease is greater than the amount set forth in the applicable
Cure Notice, the Debtors or Reorganized Debtors, as applicable, will have the right to add such Executory Contract or Unexpired
Lease to the Rejected Executory Contracts and Unexpired Leases Schedule, in which case such Executory Contract or Unexpired Lease
will be deemed rejected as of the Effective Date.


 






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		B.	Assumption and Rejection of Executory Contracts and Unexpired Leases if the Debtors Consummate the Sale Transaction on or
before the Effective Date.



 


On the earlier of 90
days after the Effective Date or the date that the Debtors notice such rejection in accordance with the Rejection Procedures Order,
except as otherwise provided herein, each Executory Contract or Unexpired Lease, not previously assumed, assumed and assigned,
or rejected shall be deemed automatically rejected, pursuant to sections 365 and 1123 of the Bankruptcy Code, unless such Executory
Contract or Unexpired Lease: (1) is identified on the Schedule of Assumed Executory Contracts and Unexpired Leases; (2) is
the subject of a motion to assume (or assume and assign) such Executory Contracts or Unexpired Leases that is pending on the Confirmation
Date; (3) is a contract, release, or other agreement or document entered into in connection with the Plan or specifically
assumed pursuant to the Plan, including contracts and other agreements related to Employee Benefits Programs; (4) is a D&O
Liability Insurance Policy; (5) is the Asset Purchase Agreement; and (6) is an Executory Contract or Unexpired Lease
assumed and assigned pursuant to the Asset Purchase Agreement.


 


Entry of the Confirmation
Order by the Bankruptcy Court shall, subject to and upon the occurrence of the Effective Date, constitute a Bankruptcy Order approving
the assumptions (or assumptions and assignments) or rejections of the Executory Contracts and Unexpired Leases assumed (or assumed
and assigned) or rejected pursuant to the Plan. Any motions to assume (or assumed and assign) Executory Contracts or Unexpired
Leases pending on the Effective Date shall be subject to approval by the Bankruptcy Court on or after the Effective Date by a Final
Order. Each Executory Contract and Unexpired Lease assumed (or assumed and assigned) pursuant to this Article V.A of the Plan
or by any order of the Bankruptcy Court, which has not been assigned to a third party prior to the Confirmation Date, shall revest
in and be fully enforceable by the Reorganized Debtors in accordance with its terms, except as such terms are modified by the provisions
of the Plan or any order of the Bankruptcy Court authorizing and providing for its assumption (or assumption and assignment) under
applicable federal law. Notwithstanding anything to the contrary in the Plan, the Debtors, the Reorganized Debtors, and the Plan
Administrator, as applicable, reserve the right to alter, amend, modify, or supplement the Schedule of Assumed Executory Contracts
and Unexpired Leases identified in this Article V of the Plan and in the Plan Supplement (with the consent of the Purchaser
if such assumed (or assumed and assigned) Executory Contract or Unexpired Lease forms the basis of the acquired assets under the
Sale Transaction) (i) to add or remove any Executory Contract or Unexpired Lease to the Schedule of Assumed Executory Contracts
and Unexpired Leases at any time prior to the Effective Date, and (ii) to remove any Executory Contract or Unexpired Lease
from the Schedule of Assumed Executory Contracts and Unexpired Leases at any time through and including 45 days after
the Effective Date. The Debtors or the Plan Administrator, as applicable, shall provide notice of any amendments to the Schedule
of Assumed Executory Contracts and Unexpired Leases to the parties to the Executory Contracts or Unexpired Leases affected thereby.


 


		C.	Claims Based on Rejection of Executory Contracts or Unexpired Leases.



 


Proofs of Claim with
respect to Claims arising from the rejection of Executory Contracts or Unexpired Leases, if any, must be filed with the Bankruptcy
Court within thirty (30) days after the date of entry of an order of the Bankruptcy Court (including the Confirmation Order) approving
such rejection. Any Claims arising from the rejection of an Executory Contract or Unexpired Lease that are not Filed within
such time will be automatically Disallowed, forever barred from assertion, and shall not be enforceable against, as applicable,
the Debtors, the Reorganized Debtors, the Estates, the GUC Trust, or property of the foregoing parties, without the need for any
objection by the Debtors, the Reorganized Debtors, or the GUC Trust, as applicable, or further notice to, or action, order, or
approval of the Bankruptcy Court or any other Entity. Any such late-filed Claim arising out of the rejection of the Executory Contract
or Unexpired Lease shall be deemed fully satisfied, released, and discharged, notwithstanding anything in the Schedules or a Proof
of Claim to the contrary. To the extent an Entity holds both a late-filed Claim arising out of the rejection of the Executory
Contract or Unexpired Lease and a liquidated, non-contingent Claim listed in the Schedules or a Proof of Claim, only such late-filed
Claim shall be deemed fully satisfied, released, and discharged pursuant to this paragraph. Claims arising from the rejection of
the Debtors’ Executory Contracts or Unexpired Leases shall be classified as General Unsecured Claims and shall be treated
in accordance with Article III of the Plan.


 






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		D.	Cure of Defaults for Assumed Executory Contracts and Unexpired Leases.



 


Any Cure Obligations
under each Executory Contract and Unexpired Lease to be assumed pursuant to the Plan shall be satisfied, pursuant to section 365(b)(1) of
the Bankruptcy Code, by payment of monetary Cure Obligations, as reflected on the Cure Notice or as otherwise agreed or determined
by a Final Order of the Bankruptcy Court, in Cash on the Effective Date or as soon as reasonably practicable thereafter, and payment
or performance of all other Cure Obligations on or after the Effective Date, subject to the limitation described below, or on such
other terms as the parties to such Executory Contracts or Unexpired Leases may otherwise agree. In the event of an unresolved dispute
regarding (1) the amount of any Cure Claim, (2) the ability of the Reorganized Debtors or any assignee to provide “adequate
assurance of future performance” (within the meaning of section 365 of the Bankruptcy Code) under the Executory Contract
or Unexpired Lease to be assumed, or assumed and assigned, or (3) any other matter pertaining to assumption, assignment, or
payment or performance of any Cure Obligations required by section 365(b)(1) of the Bankruptcy Code, such dispute shall
be resolved by a Final Order(s) of the Bankruptcy Court.


 


To the extent reasonably
practicable, at least 14 days before the Voting Deadline, the Debtors shall distribute, or cause to be distributed, Cure Notices
to the applicable third parties. Any objection by a counterparty to an Executory Contract or Unexpired Lease to the proposed
assumption, assumption and assignment, or related Cure Claims must be Filed by the Cure/Assumption Objection Deadline.
Any counterparty to an Executory Contract or Unexpired Lease that fails to object timely to the proposed assumption, assumption
and assignment, or proposed Cure Claim will be deemed to have assented to such assumption or assumption and assignment, and Cure
Claim. To the extent that the Debtors seek to assume and assign an Executory Contract or Unexpired Lease pursuant to the Plan,
the Debtors will identify the assignee in the applicable Cure Notice and/or Schedule and such assignee will provide evidence of
 “adequate assurance of future performance” (within the meaning of section 365 of the Bankruptcy Code) under the applicable
Executory Contract or Unexpired Lease. For the avoidance of doubt, with respect to any asserted non-monetary Cure Obligations,
such non-monetary Cure Obligations may be cured (or resolved) by the assignee and the applicable counterparty in the ordinary course
of business following the assumption and all parties reserve all rights with respect to any such asserted non-monetary Cure Obligations.


 


Assumption or assumption
and assignment of any Executory Contract or Unexpired Lease pursuant to the Plan or otherwise, and the payment or performance of
the related Cure Obligations, shall result in the full release and satisfaction of any Claims or defaults, whether monetary or
nonmonetary, including defaults of provisions restricting the change in control or ownership interest composition or other bankruptcy-related
defaults, arising under such assumed Executory Contract or Unexpired Lease at any time before the date that the Debtors assume
or assume and assign such Executory Contract or Unexpired Lease. Any Proofs of Claim Filed with respect to an Executory Contract
or Unexpired Lease that has been assumed or assumed and assigned shall be deemed Disallowed and expunged, without further notice
to or action, order, or approval of the Bankruptcy Court upon the cure of all defaults under such Executory Contract or Unexpired
Lease to the extent required under the Bankruptcy Code.


 


To the extent the Debtors
propose any assumptions and assignments, as opposed to assumptions, of Unexpired Leases, Cure Notices shall include information
sufficient to establish adequate assurance of future performance of the proposed assignee entity, a statement of the intended use
and trade name to be used at the premises, a statement of retail experience including the number of stores, and a contact person.
Cure Notices shall be served on the applicable landlord and its counsel by email (if known) at least fourteen (14) days prior to
the deadline to object to such Cure Notice.


 


Notwithstanding anything
to the contrary herein or in the Plan (including Article VIII thereof), no post-assumption obligations (including indemnification
obligations, if any) arising as a result of or pursuant to the assumption or the assumption and assignment of any Unexpired Lease
shall be deemed released, waived, or discharged.


 






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		E.	Indemnification Obligations.



 


Consistent with applicable
law, all indemnification provisions in place as of the Effective Date (whether in the by-laws, certificates of incorporation or
formation, limited liability company agreements, other organizational documents, board resolutions, indemnification agreements,
employment contracts, or otherwise) for current and former directors, officers, managers, employees, attorneys, accountants, investment
bankers, and other professionals of the Debtors, as applicable, shall be reinstated and remain intact, irrevocable, and shall survive
the effectiveness of the Restructuring Transactions on terms no less favorable to such current and former directors, officers,
managers, employees, attorneys, accountants, investment bankers, and other professionals of the Debtors than the indemnification
provisions in place prior to the Effective Date.


 


		F.	Insurance Policies.



 


Notwithstanding anything
to the contrary in the Disclosure Statement, the Plan, the Plan Supplement, the Definitive Documents, the Exit Facility Documents,
the Restructuring Documents, the Restructuring Support Agreement, the Schedule of Rejected Executory Contracts and Unexpired Leases,
the Confirmation Order, any Cure Notice, any bar date notice or claim objection, any other document related to any of the foregoing
or any other order of the Bankruptcy Court (including, without limitation, any other provision that purports to be preemptory or
supervening, grants an injunction, discharge or release, confers Bankruptcy Court jurisdiction, or requires a party to opt out
of any releases): (a) each of the Insurance Policies are treated as Executory Contracts under the Plan; (b) on the Effective
Date, the Reorganized Debtors shall be deemed to have assumed all Insurance Policies in their entirety pursuant to sections 105
and 365 of the Bankruptcy Code; (c) nothing waives, releases, discharges or impairs in any respect any Insurance Policy and
all debts, obligations, and liabilities of the Debtors (and, after the Effective Date, of the Reorganized Debtors) thereunder,
whether arising before or after the Effective Date; (d) nothing alters, modifies, amends, affects, impairs or prejudices (1) the
terms and conditions of (or the coverage provided by) any Insurance Policies or (2) the duty, if any, that the Insurers pay
claims covered by such Insurance Policies and the right to seek payment or reimbursement from the Debtors (or after the Effective
Date, the Reorganized Debtors) or draw on any collateral or security therefor; (e) the Claims of the Insurers arising (whether
before or after the Effective Date) under the Insurance Policies (1) shall be paid in full in the ordinary course of business
by the Debtors (or, after the Effective Date, the Reorganized Debtors) regardless of whether such amounts are or shall become liquidated,
due or paid before or after the Petition Date or the Effective Date, and (2) shall not be discharged or released by the Plan
or the Confirmation Order or any other order of the Bankruptcy Court; (f) for the avoidance of doubt, Insurers shall
not need to nor be required to file or serve any objection to a proposed cure amount or a request, application, Claim, Cure Claim,
Proof of Claim, or motion for payment or allowance of any Administrative Claim and shall not be subject to any claims bar date,
Cure Notice, Cure/Assumption Objection Deadline or similar deadline governing cure amounts, Cure Claims or Claims; and (g) the
automatic stay of section 362(a) of the Bankruptcy Code and the injunctions set forth in Article VIII of the Plan, if
and to the extent applicable, shall be deemed lifted without further order of this Bankruptcy Court, solely to permit: (1) claimants
with valid workers’ compensation claims or direct action claims against an Insurer under applicable nonbankruptcy law to
proceed with their claims; (2) the Insurers to administer, handle, defend, settle, and/or pay, in the ordinary course of business
and without further order of this Bankruptcy Court, (A) workers’ compensation claims, (B) claims where a claimant
asserts a direct claim against any Insurer under applicable non-bankruptcy law, or an order has been entered by this Bankruptcy
Court granting a claimant relief from the automatic stay to proceed with its claim, and (C) all costs in relation to each
of the foregoing; (3) the Insurers to collect from any or all of the collateral or security provided by or on behalf of the
Debtors (or the Reorganized Debtors, as applicable) at any time and to hold the proceeds thereof as security for the obligations
of the Debtors (and the Reorganized Debtors, as applicable) and/or apply such proceeds to the obligations of the Debtors (and the
Reorganized Debtors, as applicable) under the applicable Insurance Policies, in such order as the applicable Insurer may determine;
and (4) the Insurers to cancel any Insurance Policies, and take other actions relating to the Insurance Policies (including
effectuating a setoff), to the extent permissible under applicable nonbankruptcy law, and in accordance with the terms of the Insurance
Policies.


 


		G.	Modifications, Amendments, Supplements, Restatements, or Other Agreements.



 


Unless otherwise provided
in the Plan, each Executory Contract or Unexpired Lease that is assumed shall include all modifications, amendments, supplements,
restatements, or other agreements that in any manner affect such Executory Contract or Unexpired Lease as of the date of its assumption,
including easements, licenses, permits, rights, privileges, immunities, options, rights of first refusal, and any other interests,
unless any of the foregoing agreements has been previously rejected or repudiated or is rejected or repudiated under the Plan.


 






    	 	36	 



     


    

 



 


Modifications, amendments,
supplements, and restatements to prepetition Executory Contracts and Unexpired Leases that have been executed by the Debtors during
the Chapter 11 Cases shall not be deemed to alter the prepetition nature of the Executory Contract or Unexpired Lease, or the validity,
priority, or amount of any Claims that may arise in connection therewith.


 


		H.	Reservation of Rights.



 


Neither the exclusion
nor inclusion of any Executory Contract or Unexpired Lease on the Schedule of Rejected Executory Contracts and Unexpired Leases
or the Schedule of Assumed Executory Contracts and Unexpired Leases, nor anything contained in the Plan, shall constitute an admission
by the Debtors that any such contract or lease is in fact an Executory Contract or Unexpired Lease or that any Debtor or Reorganized
Debtor has any liability thereunder.


 


		I.	Nonoccurrence of Effective Date.



 


In the event that the
Effective Date does not occur, the Bankruptcy Court shall retain jurisdiction with respect to any request to extend the deadline
for assuming or rejecting any Executory Contract or Unexpired Lease pursuant to section 365(d)(4) of the Bankruptcy Code.


 


		J.	Contracts and Leases Entered Into After the Petition Date.



 


Contracts and leases
entered into after the Petition Date by any Debtor, including any Executory Contracts and/or Unexpired Leases assumed by such Debtor,
will be performed by the applicable Reorganized Debtor or subsequent assignee, as applicable, in the ordinary course of its business.
Accordingly, such contracts and leases (including any assumed Executory Contracts and Unexpired Leases) that have not been rejected
under the Plan will survive and remain unaffected by entry of the Confirmation Order, except as provided therein.


 


Article VI.

PROVISIONS GOVERNING DISTRIBUTIONS


 


		A.	Timing and Calculation of Amounts to Be Distributed.



 


Unless otherwise provided
in the Plan, on the Effective Date or as soon as reasonably practicable thereafter (or, if a Claim is not an Allowed Claim on the
Effective Date, on the date that such Claim becomes Allowed or as soon as reasonably practicable thereafter), each holder of an
Allowed Claim or Interest (or such holder’s Affiliate) shall receive the full amount of the distributions that the Plan provides
for Allowed Claims and Interests in each applicable Class. In the event that any payment or act under the Plan is required to be
made or performed on a date that is not a Business Day, then the making of such payment or the performance of such act may be completed
on the next succeeding Business Day, but shall be deemed to have been completed as of the required date. If and to the extent that
there are Disputed Claims, distributions on account of any such Disputed Claims shall be made pursuant to the provisions set forth
in Article VII of the Plan. Except as otherwise provided in the Plan, holders of Claims shall not be entitled to interest,
dividends, or accruals on the distributions provided for in the Plan, regardless of whether such distributions are delivered on
or at any time after the Effective Date.


 


To the extent the Debtors
consummate the Sale Transaction on or before the Effective Date, on the Effective Date, the Debtors and the Reorganized Debtors
shall be entitled and authorized to establish and fund one or more reserves of Distributable Cash (prior to distribution of such
Cash to holders of Class 4 Term Loan Claims) in an amount, determined in the Debtors’ or the Reorganized Debtors’
reasonable discretion and acceptable to the Plan Administrator sufficient to (a) fund the fees, costs, and expenses necessary
to fully administer and wind down the Estates of the Reorganized Debtors, including the fees, costs, and expenses of the Plan Administrator
and (b) pay in full in cash all Administrative Claims, Secured Tax Claims, Other Secured Claims, Priority Tax Claims, Other
Priority Claims, Cure Claims, Claims or other obligations related to Employee Benefits Programs, Claims or other obligations related
to indemnification provisions of the kind described in Article V.E of this Plan, and any other Claim or obligation to be assumed,
reinstated, or otherwise required to be paid in full in Cash by the Debtors or the Reorganized Debtors pursuant to this Plan, in
each case to the extent not liquidated and paid in full in Cash on the Effective Date. The Reorganized Debtors shall be authorized
to maintain such reserves in an amount and for such time as is necessary, each as determined by the Plan Administrator, to fully
reconcile, liquidate, and pay in full in Cash all applicable fees, costs, expenses, Claims, and other obligations described in
the preceding sentence before distributing any excess Distributable Cash to holders of Class 4 Term Lender Claims in accordance
with Article III of the Plan; provided that any Distributable Cash in excess of the necessary reserves, as determined
by the Plan Administrator, shall be distributed to holders of Class 4 Term Lender Claims in accordance with Article III
of the Plan on the last Business Day of each month, beginning on the last Business Day of the month following the Effective Date.


 






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		B.	Delivery of Distributions and Undeliverable or Unclaimed Distributions



 


1.            Delivery
of Distributions.


 


Except as otherwise
provided in the Plan, distributions to holders of Allowed Claims, except as otherwise provided in this Article VI, or Interests
shall be made to holders of record as of the Distribution Record Date by the Reorganized Debtors or the GUC Trust, as applicable:
(1) to the signatory set forth on any of the Proof of Claim Filed by such holder or its representative identified therein
(or at the last known addresses of such holder if no Proof of Claim is Filed or if the Debtors or the GUC Trust have been notified
in writing of a change of address); (2) at the addresses set forth in any written notices of address changes delivered to
the Reorganized Debtors or the GUC Trust after the date of any related Proof of Claim; (3) at the addresses reflected in the
Schedules if no Proof of Claim has been Filed and the Reorganized Debtors or the GUC Trust have not received a written notice of
a change of address; or (4) on any counsel that has appeared in the Chapter 11 Cases on such holder’s behalf. Subject
to this Article VI, distributions under the Plan on account of Allowed Claims shall not be subject to levy, garnishment, attachment,
or like legal process, so that each holder of an Allowed Claim shall have and receive the benefit of the distributions in the manner
set forth in the Plan. The Debtors, the Reorganized Debtors, the GUC Trust, and the GUC Trustee shall not incur any liability whatsoever
on account of any distributions under the Plan except for gross negligence or willful misconduct.


 


2.            No
Fractional Distributions.


 


No fractional shares
of New Common Stock shall be distributed, and no Cash shall be distributed in lieu of such fractional shares. When any distribution
pursuant to the Plan on account of an Allowed Claim would otherwise result in the issuance of a number of shares of New Common
Stock that is not a whole number, the actual distribution of shares of New Common Stock shall be rounded as follows: (a) fractions
of one-half or greater shall be rounded to the next higher whole number and (b) fractions of less than one-half shall be rounded
to the next lower whole number with no further payment therefore. The total number of authorized shares of New Common Stock to
be distributed pursuant to the Plan shall be adjusted as necessary to account for the foregoing rounding.


 


3.            Minimum
Distributions.


 


Except for Allowed
Administrative Claims paid in the ordinary course of business, holders of Allowed Claims entitled to distributions of $50 or less
shall not receive distributions, and each such Claim shall be discharged pursuant to Article VIII and its holder is forever
barred pursuant to Article VIII from asserting that Claim against the Reorganized Debtors or the GUC Trust or their property,
as applicable.


 


4.            Undeliverable
Distributions and Unclaimed Property.


 


In the event that any
distribution to any holder is returned as undeliverable, no distribution to such holder shall be made unless and until the Reorganized
Debtors or the GUC Trust, as applicable, have determined the then-current address of such holder, at which time such distribution
shall be made to such holder without interest; provided that such distributions shall be deemed unclaimed property under
section 347(b) of the Bankruptcy Code at the expiration of six (6) months from the Effective Date. After such date, all
unclaimed property or interests in property shall revert to the applicable Reorganized Debtors or the GUC Trust (in the case of
distributions from the GUC Trust Assets) without need for a further order by the Bankruptcy Court (notwithstanding any applicable
federal or state escheat, abandoned, or unclaimed property laws to the contrary), and the Claim of any holder to such property
or Interest in property shall be discharged and forever barred.


 






    	 	38	 



     


    

 


		C.	Securities Registration Exemption.



 


The shares of New Common
Stock are or may be “securities,” as defined in Section 2(a)(1) of the Securities Act, section 101 of the
Bankruptcy Code, and applicable state securities laws.


 


The offer, issuance,
and distribution of the New Common Stock pursuant to the Plan shall be exempt (except with respect to an entity that is an “underwriter”
as defined in subsection (b) of section 1145 of the Bankruptcy Code), pursuant to section 1145 of the Bankruptcy Code,
without further act or action, from registration under (i) the Securities Act, and all rules and regulations promulgated
thereunder and (ii) any state or local law requiring registration for the offer, issuance, or distribution of securities.
Each of the foregoing securities (a) is not a “restricted security” as defined in Rule 144(a)(3) under
the Securities Act, and (b) is freely tradable and transferable by any initial recipient thereof that (i) at the time
of transfer, is not an “affiliate” of the Reorganized Ascena as defined in Rule 144(a)(1) under the Securities
Act and has not been such an “affiliate” within 90 days of such transfer, and (ii) is not an entity that
is an “underwriter” as defined in subsection (b) of section 1145 of the Bankruptcy Code, subject in each case
to any restrictions on the transferability of the New Common Stock contained in the New Corporate Governance Documents and any
applicable regulatory approval.


 


Should the Reorganized
Debtors elect on or after the Effective Date to reflect any ownership of the New Common Stock through the facilities of DTC, the
Reorganized Debtors need not provide any further evidence other than the Plan or the Confirmation Order with respect to the treatment
of the New Common Stock or under applicable securities laws. DTC shall be required to accept and conclusively rely upon the Plan
and Confirmation Order in lieu of a legal opinion regarding whether the New Common Stock issued under the Plan are exempt from
registration and/or eligible for DTC book-entry delivery, settlement, and depository services.


 


		D.	Tax Issues and Compliance with Tax Requirements.



 


In connection with
the Plan, to the extent applicable, the Debtors, the Reorganized Debtors, the GUC Trust, the Disbursing Agent, and any applicable
withholding agent shall comply with all tax withholding and reporting requirements imposed on them by any Governmental Unit, and
all distributions made pursuant to the Plan shall be subject to such withholding and reporting requirements. Notwithstanding any
provision in the Plan to the contrary, such parties shall be authorized to take all actions necessary or appropriate to comply
with such withholding and reporting requirements, including liquidating a portion of the distribution to be made under the Plan
to generate sufficient funds to pay applicable withholding taxes, withholding distributions pending receipt of information necessary
to facilitate such distributions, or establishing any other mechanisms they believe are reasonable and appropriate. The Debtors,
the Reorganized Debtors, and the GUC Trust reserve the right to allocate all distributions made under the Plan in compliance with
all applicable wage garnishments, alimony, child support, and similar spousal awards, Liens, and encumbrances.


 


		E.	Allocations.



 


Distributions in respect
of Allowed Claims shall be allocated first to the principal amount of such Claims (as determined for federal income tax purposes)
and then, to the extent the consideration exceeds the principal amount of the Claims, to any portion of such Claims for accrued
but unpaid interest as Allowed herein.


 


		F.	No Interest.



 


Unless otherwise specifically
provided for in an order of the Bankruptcy Court, the Plan, or the Confirmation Order, or required by applicable bankruptcy law,
postpetition interest shall not accrue or be paid on any Claims and no holder of a Claim shall be entitled to interest accruing
on or after the Petition Date on any such Claim.


 






    	 	39	 



     


    

 


		G.	Setoffs and Recoupment.



 


The Debtors, the Reorganized
Debtors, or the GUC Trust, as applicable, may, but shall not be required to, set off against or recoup any payments or distributions
to be made pursuant to the Plan in respect of any Claims of any nature whatsoever that the Debtors or the Reorganized Debtors may
have against the claimant (other than any Claims released under the Plan), but neither the failure to do so nor the allowance of
any Claim hereunder shall constitute a waiver or release by the Debtors, the Reorganized Debtors, or the GUC Trust, as applicable,
of any such Claim it may have against the holder of such Claim.


 


Notwithstanding anything
to the contrary in the Plan, the Restructuring Support Agreement, the Plan Supplement, or any other documents related to any of
the foregoing, nothing shall modify the rights, if any, of any holder of Claims or any current or former party to an Executory
Contract, whether currently or previously executory, or an Unexpired Lease, to assert any right of setoff or recoupment that such
party may have under applicable bankruptcy or non-bankruptcy law (including the express assertion of such setoff or recoupment
through a timely filed Proof of Claim), including, but not limited to: (i) the ability, if any, of such parties to setoff
or recoup a security deposit held pursuant to the terms of their Unexpired Lease(s) with the Debtors, or any successors to
the Debtors, under the Plan; (ii) assertion of rights of setoff or recoupment, if any, in connection with Claims reconciliation;
or (iii) assertion of setoff or recoupment as a defense, if any, to any claim or action by the Debtors or the Reorganized
Debtors, or any representative or successor of the Debtors or the Reorganized Debtors, as applicable. The Debtors’ rights
with respect thereto are expressly reserved.


 


		H.	Claims Paid or Payable by Third Parties.



 


1.            Claims
Paid by Third Parties.


 


To the extent that
the holder of an Allowed Claim receives payment in full on account of such Claim from a party that is not a Debtor, a Reorganized
Debtor, or the GUC Trust, such Claim shall be Disallowed without an objection having to be Filed and without any further notice
to or action, order, or approval of the Bankruptcy Court. To the extent a holder of a Claim receives a distribution on account
of such Claim and receives payment from a party that is not a Debtor, a Reorganized Debtor, or the GUC Trust on account of such
Claim, such holder shall, within fourteen (14) days of receipt thereof, repay or return the distribution to the applicable Debtor,
Reorganized Debtor, or the GUC Trust to the extent the holder’s total recovery on account of such Claim from the third party
and under the Plan exceeds the amount of such Claim as of the date of any such distribution under the Plan. The failure of such
holder to timely repay or return such distribution shall result in the holder owing the applicable Debtor annualized interest at
the Federal Judgment Rate on such amount owed for each Business Day after the 14-day grace period specified above until the
amount is repaid.


 


2.            Claims
Payable by Third Parties.


 


No distributions under
the Plan shall be made on account of an Claim that is payable pursuant to one of the Insurance Policies until the holder of such
Claim has exhausted all remedies with respect to such Insurance Policy. To the extent that one or more of the Insurers agrees to
pay in full or in part a Claim (if and to the extent adjudicated by a court of competent jurisdiction or otherwise settled), then
immediately upon such Insurers’ agreement, the applicable portion of such Claim may be expunged to the extent of any agreed
upon payment without a Claims objection having to be Filed and without any further notice to or action, order, or approval of the
Bankruptcy Court.


 


3.            Applicability
of Insurance Policies.


 


Except as otherwise
provided in the Plan, distributions to holders of Claims covered by Insurance Policies shall be in accordance with the provisions
of any applicable Insurance Policy. Notwithstanding anything herein to the contrary (including, without limitation, Article VIII),
nothing shall constitute or be deemed a release, settlement, satisfaction, compromise, or waiver of any Cause of Action that the
Debtors or any other Entity may hold against any other Entity, including Insurers under any Insurance Policies or applicable indemnity,
nor shall anything contained herein constitute or be deemed a waiver by such Insurers of any rights or defenses, including coverage
defenses, held by such Insurers.


 






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Article VII.

PROCEDURES FOR RESOLVING CONTINGENT,

UNLIQUIDATED, AND DISPUTED CLAIMS


 


		A.	Allowance of Claims.



 


After the Effective
Date, each of the Reorganized Debtors or the GUC Trust, as applicable, shall have and retain any and all rights and defenses the
applicable Debtor had with respect to any Claim immediately before the Effective Date. Except as expressly provided in the Plan
or in any order entered in the Chapter 11 Cases before the Effective Date (including the Confirmation Order), no Claim shall
become an Allowed Claim unless and until such Claim is deemed Allowed under the Plan or the Bankruptcy Code, or the Bankruptcy
Court has entered a Final Order, including the Confirmation Order (when it becomes a Final Order), in the Chapter 11 Cases
allowing such Claim.


 


		B.	Claims Administration Responsibilities.



 


Except as otherwise
specifically provided in the Plan and notwithstanding any requirements that may be imposed pursuant to Bankruptcy Rule 9019,
after the Effective Date, the GUC Trust shall have the sole authority to File and prosecute objections to Class 5 General
Unsecured Claims, and the GUC Trust shall have the sole authority to (1) settle, compromise, withdraw, litigate to judgment,
or otherwise resolve objections to any and all such Claims; (2) settle, compromise, or resolve any Disputed Claim held by
a Class 5 General Unsecured Claim Holder without any further notice to or action, order, or approval by the Bankruptcy Court;
and (3) administer and adjust the Claims Register to reflect any such settlements or compromises without any further notice
to or action, order, or approval by the Bankruptcy Court. Written consent of the GUC Trustee is required for any settlement by
the Reorganized Debtors that proposes or would result in an Allowed Class 5 General Unsecured Claim.


 


Except as otherwise
specifically provided in the Plan and notwithstanding any requirements that may be imposed pursuant to Bankruptcy Rule 9019,
after the Effective Date, the Reorganized Debtors, or the Plan Administrator, as applicable, shall have the sole authority to File
and prosecute objections to all other Claims, and the Reorganized Debtors shall have the sole authority to (1) settle, compromise,
withdraw, litigate to judgment, or otherwise resolve objections to any and all other such Claims, regardless of whether such Claims
are in a Class or otherwise (except Class 5 General Unsecured Claims); (2) settle, compromise, or resolve any Disputed
Claim without any further notice to or action, order, or approval by the Bankruptcy Court; and (3) administer and adjust the
Claims Register to reflect any such settlements or compromises without any further notice to or action, order, or approval by the
Bankruptcy Court.


 


On and after the Effective
Date, the Reorganized Debtors and the GUC Trust will use commercially reasonable efforts to advance the claims resolution process
through estimation or otherwise. The Debtors, the Reorganized Debtors, and the GUC Trustee shall cooperate in good faith, including
providing a reasonable amount of notice of not less than seven (7) days before the filing of any objection seeking to convert
or reclassify Claims into General Unsecured Claims, or seeking to convert or reclassify General Unsecured Claims into other Claims,
and, in each case, the rights and defenses of the Debtors, the Reorganized Debtors, or the GUC Trust, as applicable, to any such
objections are fully preserved.


 


		C.	Estimation of Claims.



 


Before, on, or after
the Effective Date, the Debtors, the Reorganized Debtors, or the GUC Trust, as applicable, may (but are not required to) at any
time request that the Bankruptcy Court estimate any Claim pursuant to applicable law, including, without limitation, pursuant to
section 502(c) of the Bankruptcy Code for any reason, regardless of whether any party previously has objected to such Claim
or whether the Bankruptcy Court has ruled on any such objection, and the Bankruptcy Court shall retain jurisdiction under 28 U.S.C.
 §§ 157 and 1334 to estimate any such Claim, including during the litigation of any objection to any Claim or during the
pendency of any appeal relating to such objection. Notwithstanding any provision to the contrary in the Plan, a Claim that has
been expunged from the Claims Register, but that either is subject to appeal or has not been the subject of a Final Order, shall
be deemed to be estimated at zero dollars, unless otherwise ordered by the Bankruptcy Court. In the event that the Bankruptcy Court
estimates any Claim, such estimated amount shall constitute a maximum limitation on such Claim for all purposes under the Plan
(including for purposes of distributions and discharge) and may be used as evidence in any supplemental proceedings, and the Debtors,
the Reorganized Debtors, or the GUC Trust may elect to pursue any supplemental proceedings to object to any ultimate distribution
on such Claim. Notwithstanding section 502(j) of the Bankruptcy Code, in no event shall any holder of a Claim that has been
estimated pursuant to section 502(c) of the Bankruptcy Code or otherwise be entitled to seek reconsideration of such estimation
unless such holder has Filed a motion requesting the right to seek such reconsideration on or before seven (7) days after
the date on which such Claim is estimated. Each of the foregoing Claims and objection, estimation, and resolution procedures are
cumulative and not exclusive of one another. Claims may be estimated and subsequently compromised, settled, withdrawn, or resolved
by any mechanism approved by the Bankruptcy Court.


 






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		D.	Adjustment to Claims Register Without Objection.



 


Any Claim that has
been paid or satisfied, or any Claim that has been amended or superseded, may be adjusted or expunged on the Claims Register by
the Debtors, the Reorganized Debtors, or the GUC Trust without an objection having to be Filed and without any further notice to
or action, order, or approval of the Bankruptcy Court.


 


		E.	Time to File Objections to Claims.



 


Any objections to Claims
shall be Filed on or before the Claims Objection Bar Date.


 


		F.	Disallowance of Claims.



 


Unless the Avoidance
Action Waiver applies, any Claims held by Entities from which property is recoverable under sections 542, 543, 550, or 553 of the
Bankruptcy Code or that is a transferee of a transfer avoidable under sections 522(f), 522(h), 544, 545, 547, 548, 549, or 724(a) of
the Bankruptcy Code, shall be deemed Disallowed pursuant to section 502(d) of the Bankruptcy Code, and holders of such Claims
may not receive any distributions on account of such Claims until such time as such Causes of Action against that Entity have been
settled or a Bankruptcy Court order with respect thereto has been entered and all sums due, if any, to the Debtors by that Entity
have been turned over or paid to the Debtors or the Reorganized Debtors, as applicable. All Proofs of Claim Filed on account of
an Indemnification Obligation shall be deemed satisfied and expunged from the Claims Register as of the Effective Date to the extent
such Indemnification Obligation is assumed (or honored or reaffirmed, as the case may be) pursuant to the Plan, without any further
notice to or action, order, or approval of the Bankruptcy Court.


 


Except as otherwise
provided herein or as agreed to by the Reorganized Debtors or the GUC Trust, any and all Proofs of Claim Filed after the Claims
Bar Date shall be deemed Disallowed and expunged as of the Effective Date without any further notice to or action, order, or approval
of the Bankruptcy Court, and holders of such Claims may not receive any distributions on account of such Claims, unless such late
Proof of Claim has been deemed timely Filed by a Final Order.


 


		G.	Amendments to Claims.



 


On or after the Effective
Date, a Claim may not be Filed or amended without the prior authorization of the Bankruptcy Court or the Reorganized Debtors, or
the GUC Trust, as applicable, and any such new or amended Claim Filed shall be deemed Disallowed in full and expunged without any
further notice to or action, order, or approval of the Bankruptcy Court to the maximum extent provided by applicable law.


 


		H.	No Distributions Pending Allowance.



 


If an objection to
a Claim or portion thereof is Filed, no payment or distribution provided under the Plan shall be made on account of such Claim
or portion thereof unless and until such Disputed Claim becomes an Allowed Claim, unless otherwise determined by the Reorganized
Debtors or the GUC Trust, as applicable.


 


		I.	Distributions After Allowance.



 


To the extent that
a Disputed Claim ultimately becomes an Allowed Claim, distributions shall be made to the holder of such Allowed Claim in accordance
with the provisions of the Plan. As soon as reasonably practicable after the date that the order or judgment of the Bankruptcy
Court allowing any Disputed Claim becomes a Final Order, the Reorganized Debtors shall provide to the holder of such Claim the
distribution to which such holder is entitled under the Plan as of the Effective Date, less any previous distribution (if any)
that was made on account of the undisputed portion of such Claim, without any interest, dividends, or accruals to be paid on account
of such Claim unless required under applicable bankruptcy law or as otherwise provided herein.


 






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Article VIII.

SETTLEMENT, RELEASE, INJUNCTION, AND RELATED PROVISIONS


 


		A.	Compromise and Settlement of Claims, Interests, and Controversies.



 


Pursuant to section
1123 of the Bankruptcy Code and Bankruptcy Rule 9019 and in consideration for the distributions and other benefits provided
pursuant to the Plan, the provisions of the Plan shall constitute a good-faith compromise and settlement of all Claims, Interests,
and controversies relating to the contractual, legal, and subordination rights that a holder of a Claim or Interest may have with
respect to any such Claim or Interest, or any distribution to be made on account of any Allowed Claim or Interest. The entry of
the Confirmation Order shall constitute the Bankruptcy Court’s approval of the compromise or settlement of all such Claims, Interests,
and controversies, as well as a finding by the Bankruptcy Court that such compromise or settlement is in the best interests of
the Debtors, their Estates, and holders of Claims and Interests and is fair, equitable, and reasonable. In accordance with the
provisions of the Plan, pursuant to Bankruptcy Rule 9019, without any further notice to or action, order, or approval of the
Bankruptcy Court, after the Effective Date, the Reorganized Debtors or the GUC Trust, as applicable, may compromise and settle
Claims against, and Interests in, the Debtors and their Estates and Causes of Action against other Entities.


 


		B.	Discharge of Claims and Termination of Interests.



 


Pursuant to section
1141(d) of the Bankruptcy Code, and except as otherwise specifically provided in the Plan or in any contract, instrument,
or other agreement or document created pursuant to the Plan, the distributions, rights, and treatment that are provided in the
Plan shall be in complete satisfaction, discharge, and release, effective as of the Effective Date, of Claims (including any Intercompany
Claims resolved or compromised after the Effective Date by the Reorganized Debtors), Interests, and Causes of Action against
any Debtor of any nature whatsoever, including any interest accrued on Claims from and after the Petition Date, whether known or
unknown, against, liabilities of, Liens on, obligations of, rights against, and Interests in, the Debtors or any of their assets
or properties, regardless of whether any property shall have been distributed or retained pursuant to the Plan on account of such
Claims and Interests, including demands, liabilities, and Causes of Action that arose before the Effective Date, any liability
(including withdrawal liability) to the extent such Claims or Causes of Action accrued before the Effective Date, and all debts
of the kind specified in sections 502(g), 502(h), or 502(i) of the Bankruptcy Code, in each case whether or not: (1) a
Proof of Claim based upon such debt or right is filed or deemed filed pursuant to section 501 of the Bankruptcy Code; (2) a
Claim based upon such debt or right is Allowed pursuant to section 502 of the Bankruptcy Code; or (3) the holder of such a
Claim or Interest has accepted the Plan. Any default or “event of default” by the Debtors or their Affiliates with
respect to any Claim that existed immediately before or on account of the filing of the Chapter 11 Cases shall be deemed cured
(and no longer continuing) as of the Effective Date. Unless expressly provided in the Plan, the Confirmation Order shall be a judicial
determination of the discharge of all Claims and Interests subject to the Effective Date occurring. Notwithstanding anything herein
or in the DIP Financing Order to the contrary, all payments made to, or for the benefit of, the Term Loan Agent prior to the Effective
Date shall be deemed indefeasible, free and clear of all Liens, Claims, and encumbrances, and not subject to disgorgement or recharacterization.


 


		C.	Term of Injunctions or Stays.



 


Unless otherwise provided
in the Plan or the Confirmation Order, all injunctions or stays in effect in the Chapter 11 Cases pursuant to sections 105 or 362
of the Bankruptcy Code or any order of the Bankruptcy Court, and extant on the Confirmation Date (excluding any injunctions or
stays contained in the Plan or the Confirmation Order) shall remain in full force and effect until the Effective Date. All
injunctions or stays contained in the Plan or the Confirmation Order shall remain in full force and effect in accordance with their
terms.


 






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		D.	Release of Liens.



 


Except as otherwise
specifically provided in the Plan, the Exit Facility Documents, or in any contract, instrument, release, or other agreement or
document created pursuant to the Plan, on the Effective Date and concurrently with the applicable distributions made pursuant to
the Plan, all mortgages, deeds of trust, Liens, pledges, or other security interests against any property of the Estates shall
be fully released and discharged, and all of the right, title, and interest of any holder of such mortgages, deeds of trust, Liens,
pledges, or other security interests shall revert to the Reorganized Debtors and their successors and assigns, in each case, without
any further approval or order of the Bankruptcy Court and without any action or Filing being required to be made by the Debtor
or the Reorganized Debtors. The ABL Agent and the Term Loan Agent, at the Debtors’, or the Reorganized Debtors’ sole
expense, shall execute and deliver all documents reasonably requested by the Reorganized Debtors or the agent(s) under the
Exit Facilities to evidence the release of such mortgages, deeds of trust, Liens, pledges, and other security interests and shall
authorize the Reorganized Debtors to file UCC-3 termination statements (to the extent applicable) with respect thereto.


 


		E.	Debtor Release.



 


Effective as of
the Effective Date, pursuant to section 1123(b) of the Bankruptcy Code, for good and valuable consideration, the adequacy
of which is hereby confirmed, on and after the Effective Date, each Released Party is conclusively, absolutely, unconditionally,
irrevocably, and forever released and discharged by each and all of the Debtors, the Reorganized Debtors, and their Estates, in
each case on behalf of themselves and their respective successors, assigns, and representatives, and any and all other Entities
who may purport to assert any claim, Cause of Action, directly or derivatively, by, through, for, or because of the foregoing entities,
from any and all Causes of Action, including any derivative claims, asserted or assertable on behalf of any of the Debtors, whether
known or unknown, foreseen or unforeseen, matured or unmatured, existing or hereafter arising, in law, equity, contract, tort,
or otherwise, that the Debtors, the Reorganized Debtors, or their Estates would have been legally entitled to assert in their own
right (whether individually or collectively) or on behalf of the holder of any Claim or Interest or any other Entity, based on
or relating to, or in any manner arising from, in whole or in part, the Debtors (including the management, ownership, or operation
thereof), the purchase, sale, or rescission of any Security of the Debtors or the Reorganized Debtors, the subject matter of, or
the transactions or events giving rise to, any Claim or Interest that is treated in the Plan, the business or contractual arrangements
between any Debtor and any Released Party, the Debtors’ in- or out-of-court restructuring efforts, intercompany transactions,
the ABL Credit Agreement, the ABL Credit Facility, the Term Loan Credit Agreement, the Chapter 11 Cases, the Restructuring Support
Agreement, the formulation, preparation, dissemination, negotiation, entry into, or filing of, as applicable, the Restructuring
Support Agreement and related prepetition transactions, the Backstop Commitment Letter, the Disclosure Statement, the New Corporate
Governance Documents, the Plan, the Exit Facilities, the DIP ABL Facility, the DIP Term Loan Facility, the DIP Financing Order,
or any Restructuring Transaction, contract, instrument, release, or other agreement or document created or entered into in connection
with the Restructuring Support Agreement, Disclosure Statement, the New Corporate Governance Documents, the Exit Facilities, or
the Plan, the filing of the Chapter 11 Cases, the pursuit of Confirmation, the pursuit of Consummation, the administration and
implementation of the Restructuring Transactions, including the issuance or distribution of Securities pursuant to the Plan, or
the distribution of property under the Plan or any other related agreement, or upon any other act, omission, transaction, agreement,
event, or other occurrence (in each case, related to any of the foregoing) taking place on or before the Effective Date.


 


		F.	Release by holders of Claims or Interests.



 


Effective as of
the Effective Date, in each case except for Claims arising under, or preserved by, the Plan, each Releasing Party (other than the
Debtors and the Reorganized Debtors), in each case on behalf of itself and its respective successors, assigns, and representatives,
and any and all other Entities who may purport to assert any claim, Cause of Action, directly or derivatively, by, through, for,
or because of the foregoing entities, is deemed to have released and discharged each Debtor, Reorganized Debtor, and each other
Released Party from any and all Causes of Action, whether known or unknown, including any derivative claims, asserted or assertable
on behalf of any of the Debtors, that such Entity would have been legally entitled to assert (whether individually or collectively),
based on or relating to, or in any manner arising from, in whole or in part, the Debtors (including the management, ownership or
operation thereof), the purchase, sale, or rescission of any Security of the Debtors or the Reorganized Debtors, the subject matter
of, or the transactions or events giving rise to, any Claim or Interest that is treated in the Plan, the business or contractual
arrangements between any Debtor and any Released Party, the Debtors’ in- or out-of-court restructuring efforts, intercompany
transactions, the ABL Credit Agreement, the Term Loan Credit Agreement, the Chapter 11 Cases, the Restructuring Support Agreement,
the formulation, preparation, dissemination, negotiation, entry into, or filing of, as applicable, the Restructuring Support Agreement
and related prepetition transactions, the Backstop Commitment Letter, the Disclosure Statement, the New Corporate Governance Documents,
the Plan, the Exit Facilities, the DIP Financing Order, or any Restructuring Transaction, contract, instrument, release, or other
agreement or document created or entered into in connection with the Restructuring Support Agreement, the Disclosure Statement,
the New Corporate Governance Documents, the Exit Facilities, the Plan (including, for the avoidance of doubt, providing any legal
opinion requested by any Entity regarding any transaction, contract, instrument, document, or other agreement contemplated by the
Plan or the reliance by any Released Party on the Plan or the Confirmation Order in lieu of such legal opinion), the filing of
the Chapter 11 Cases, the pursuit of Confirmation, the pursuit of Consummation, the administration and implementation of the Plan,
including the issuance or distribution of Securities pursuant to the Plan, or the distribution of property under the Plan or any
other related agreement, or upon any other act, omission, transaction, agreement, event, or other occurrence (in each case, related
to any of the foregoing) taking place on or before the Effective Date.


 






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		G.	Exculpation.



 


Notwithstanding
anything contained in the Plan to the contrary, no Exculpated Party shall have or incur, and each Exculpated Party is hereby released
and exculpated from any Cause of Action or any claim arising from the Petition Date through the Effective Date related to any act
or omission in connection with, relating to, or arising out of, the Chapter 11 Cases, the formulation, preparation, dissemination,
negotiation, filing, or termination of the Restructuring Support Agreement and related prepetition transactions, the Disclosure
Statement, the Plan, the Exit Facilities, the Backstop Commitment Letter, the DIP Financing Order, Cash Collateral Order, or any
Restructuring Document, contract, instrument, release or other agreement or document (including providing any legal opinion requested
by any Entity regarding any transaction, contract, instrument, document, or other agreement contemplated by the Plan or the reliance
by any Exculpated Party on the Plan or the Confirmation Order in lieu of such legal opinion) created or entered into in connection
with the Disclosure Statement or the Plan, the filing of the Chapter 11 Cases, the pursuit of Confirmation, the pursuit of Consummation,
the administration and implementation of the Plan, including the issuance of Securities pursuant to the Plan, or the distribution
of property under the Plan or any other related agreement, except for claims related to any act or omission that is determined
in a Final Order to have constituted actual fraud, willful misconduct, or gross negligence, but in all respects such Entities shall
be entitled to reasonably rely upon the advice of counsel with respect to their duties and responsibilities pursuant to the Plan.
The Exculpated Parties have, and upon consummation of the Plan shall be deemed to have, participated in good faith and in compliance
with the applicable laws with regard to the solicitation of, and distribution of, consideration pursuant to the Plan and, therefore,
are not, and on account of such distributions shall not be, liable at any time for the violation of any applicable law, rule, or
regulation governing the solicitation of acceptances or rejections of the Plan or such distributions made pursuant to the Plan.


 


		H.	Injunction.



 


Except with respect
to the obligations arising under the Plan or the Confirmation Order, and except as otherwise expressly provided in the Plan or
the Confirmation Order, all Entities that held, hold, or may hold claims or interests or Causes of Action that have been released,
discharged, or exculpated pursuant to the Plan, are permanently enjoined, from and after the Effective Date, from taking any of
the following actions against, as applicable, the Reorganized Debtors, the GUC Trust, the GUC Trust Assets, or the GUC Trustee,
or the other Released Parties: (i) commencing or continuing in any manner any action or other proceeding of any kind on account
of or in connection with or with respect to any such claims or interests or Causes of Action; (ii) enforcing, attaching, collecting,
or recovering by any manner or means any judgment, award, decree, or order against such Entities on account of or in connection
with or with respect to any such claims or interests or Causes of Action; (iii) creating, perfecting, or enforcing any Lien
or encumbrance of any kind against such Entities or the property of such Entities on account of or in connection with or with respect
to any such claims or interests or Causes of Action; (iv) asserting any right of setoff, subrogation, or recoupment of any
kind against any obligation due from such Entities or against the property of such Entities on account of or in connection with
or with respect to any such claims or interests or Causes of Action unless such Entity has timely asserted such setoff right in
a document filed with the Bankruptcy Court explicitly preserving such setoff, and notwithstanding an indication of a claim or interest
or otherwise that such Entity asserts, has, or intends to preserve any right of setoff pursuant to applicable law or otherwise;
and (v) commencing or continuing in any manner any action or other proceeding of any kind on account of or in connection with
or with respect to any such claims or interests or Causes of Action released or settled or subject to exculpation pursuant to the
Plan.


 






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		I.	Protection Against Discriminatory Treatment.



 


Consistent with section
525 of the Bankruptcy Code and the Supremacy Clause of the U.S. Constitution, all Entities, including Governmental Units, shall
not discriminate against the Reorganized Debtors or deny, revoke, suspend, or refuse to renew a license, permit, charter, franchise,
or other similar grant to, condition such a grant to, discriminate with respect to such a grant against, the Reorganized Debtors
or another Entity with whom the Reorganized Debtors have been associated, solely because the Debtors have been debtors under chapter
11 of the Bankruptcy Code, may have been insolvent before the commencement of the Chapter 11 Cases (or during the Chapter 11
Cases), or have not paid a debt that is dischargeable in the Chapter 11 Cases.


 


		J.	Governmental Units.



 


For the avoidance of
doubt, nothing in the Plan shall discharge, release, preclude, or enjoin: (i) any liability to any Governmental Unit that
is not a Claim; (ii) any Claim of a Governmental Unit arising on or after the Effective Date; (iii) any police or regulatory
liability to a Governmental Unit on the part of any Entity as the owner or operator of property after the Effective Date; or (iv) any
liability to a Governmental Unit on the part of any Person other than the Debtors. Nor shall anything in the Plan enjoin or otherwise
bar a Governmental Unit from asserting or enforcing, outside the Bankruptcy Court, any liability described in the preceding sentence.
Nothing in the Plan shall divest any tribunal of any jurisdiction it may have to adjudicate any defense based on this paragraph.


 


		K.	Recoupment.



 


In no event shall any
holder of a Claim be entitled to recoup against such Claim any claim, right, or Cause of Action of the Debtors, the Reorganized
Debtors, or the GUC Trust, as applicable, unless such holder actually has provided notice of such recoupment in writing to the
Debtors on or before the Confirmation Date, notwithstanding any indication in any Proof of Claim or otherwise that such holder
asserts, has, or intends to preserve any right of recoupment.


 


		L.	Subordination Rights.



 


Any distributions under
the Plan shall be received and retained free from any obligations to hold or transfer the same to any other holder and shall not
be subject to levy, garnishment, attachment, or other legal process by any holder by reason of claimed contractual subordination
rights. Any such subordination rights shall be waived, and the Confirmation Order shall constitute an injunction enjoining any
Entity from enforcing or attempting to enforce any contractual, legal, or equitable subordination rights to property distributed
under the Plan, in each case other than as provided in the Plan.


 


Article IX.

CONDITIONS PRECEDENT TO CONFIRMATION

AND CONSUMMATION OF THE PLAN


 


		A.	Conditions Precedent to the Effective Date.



 


It shall be a condition
to Consummation of the Plan that the following conditions shall have been satisfied (or waived pursuant to the provisions of Article IX.B
hereof):


 






    	 	46	 



     


    

 


		1.	The Bankruptcy Court shall have entered the Confirmation Order, which shall:



 


		a.	be in form and substance consistent with the Restructuring Support Agreement and the Global Settlement;



 


		b.	authorize the Debtors to take all actions necessary to enter into, implement, and consummate the
contracts, instruments, releases, leases, indentures, and other agreements or documents created in connection with the Plan;



 


		c.	decree that the provisions in the Confirmation Order and the Plan are nonseverable and mutually
dependent;



 


		d.	authorize the Debtors, as applicable/necessary, to: (a) implement the Restructuring Transactions;
(b) issue the New Common Stock pursuant to the exemption from registration under the Securities Act provided by section 1145
of the Bankruptcy Code or other exemption from such registration or pursuant to one or more registration statements; (c) make
all distributions and issuances as required under the Plan, including cash and the New Common Stock; and (d) enter into any
agreements, transactions, and sales of property as set forth in the Plan Supplement, including the Exit Facilities;



 


		e.	authorize the implementation of the Plan in accordance with its terms; and



 


		f.	provide that, pursuant to section 1146 of the Bankruptcy Code, the assignment or surrender of any
lease or sublease, and the delivery of any deed or other instrument or transfer order, in furtherance of, or in connection with
the Plan, including any deeds, bills of sale, or assignments executed in connection with any disposition or transfer of assets
contemplated under the Plan, shall not be subject to any stamp, real estate transfer, mortgage recording, or other similar tax;



 


		2.	the final version of all schedules, documents, and exhibits contained in the Plan Supplement shall
have been filed and be consistent in all material respects with the Restructuring Support Agreement and the Plan;



 


		3.	the Restructuring Support Agreement shall remain in full force and effect and shall not be terminated;



 


		4.	the documentation related to the Exit Facilities shall have been duly executed and delivered by
all of the Entities that are parties thereto and all conditions precedent (other than any conditions related to the occurrence
of the Effective Date) to the effectiveness of the Exit Facilities shall have been satisfied or duly waived in writing in accordance
with the terms of the applicable Exit Facility Documents and the closing of the Exit Facilities shall have occurred;



 


		5.	the Debtors shall have obtained all authorizations, consents, regulatory approvals, rulings, or
documents that are necessary to implement and effectuate the Plan and each of the other Restructuring Transactions;



 


		6.	the GUC Trust Agreement shall be executed and the GUC Trust Assets in existence on the Effective
Date shall be transferred to the GUC Trust;



 


		7.	all actions, documents, certificates, and agreements necessary to implement the Plan (including
any documents contained in the Plan Supplement) shall have been performed or executed and delivered to the required parties and,
to the extent required, filed with the applicable Governmental Units, in accordance with applicable laws;



 


		8.	all Professional Fee Claims shall have been paid in full or amounts sufficient to pay such fees
and expenses after the Effective Date shall have been placed into the Professional Fee Escrow Account pending the Bankruptcy Court’s
approval thereof;



 






    	 	47	 



     


    

 


		9.	the DIP ABL Facility Claims and ABL Claims shall have been Paid in Full or otherwise satisfied
in accordance with Articles II.B and III.B.3 of the Plan (as applicable);



 


		10.	all fees, expenses, and other amounts payable pursuant to the DIP Financing Order shall have been
paid in full;



 


		11.	all professional fees and expenses of the advisors to the Ad Hoc Group shall have been paid in
full in accordance with the Restructuring Support Agreement and all professional fees, costs, and expenses incurred by, or on behalf
of, the Term Loan Agent, shall have been paid in full; and



 


		12.	the Debtors shall have implemented the Restructuring Transactions in a manner consistent with the
Restructuring Support Agreement and this Plan.



 


		B.	Waiver of Conditions.



 


The conditions to Confirmation
of the Plan and to the Effective Date of the Plan set forth in this Article IX (other than the conditions set forth in Article IX.A.8)
may be waived only by consent of the Debtors and the Required Consenting Stakeholders without notice, leave, or order of the Bankruptcy
Court or any formal action other than proceedings to confirm or consummate the Plan; provided that the provisions of this
Article IX relating to the DIP ABL Facility and the ABL Facility may be waived only by consent of the Debtors, the Required
Consenting Stakeholders, the DIP ABL Agent, and the ABL Agent without notice, leave, or order of the Bankruptcy Court or any formal
action other than proceedings to confirm or consummate the Plan; provided further that the provisions of this Article IX
relating to the Global Settlement may be waived only with the consent of the Debtors and the Creditors’ Committee.


 


		C.	Substantial Consummation.



 


“Substantial
Consummation” of the Plan, as defined in 11 U.S.C. § 1101(2), shall be deemed to occur on the Effective Date.


 


		D.	Effect of Nonoccurrence of Conditions to the Effective Date.



 


If the Effective Date
does not occur on or before the termination of the Restructuring Support Agreement, the Plan shall be null and void in all respects
and nothing contained in the Plan or the Disclosure Statement shall: (1) constitute a waiver or release of any Claims or Interests;
(2) prejudice in any manner the rights of the Debtors, any holders of a Claim or Interest, or any other Entity; or (3) constitute
an admission, acknowledgment, offer, or undertaking by the Debtors, any holders, or any other Entity in any respect; provided
that all provisions of the Restructuring Support Agreement that survive termination of that agreement shall remain in effect in
accordance with the terms thereof.


 


Article X.

MODIFICATION, REVOCATION, OR WITHDRAWAL OF THE PLAN


 


		A.	Modification and Amendments.



 


The Debtors reserve
the right, subject to the terms of the Restructuring Support Agreement and the Global Settlement, to modify the Plan and seek Confirmation
consistent with the Bankruptcy Code and, as appropriate, not resolicit votes on such modified Plan. Subject to certain restrictions
and requirements set forth in section 1127 of the Bankruptcy Code and Bankruptcy Rule 3019, the Debtors expressly reserve
their rights, subject to the terms of the Restructuring Support Agreement, to alter, amend, or modify materially the Plan, one
or more times, after Confirmation, and, to the extent necessary, may initiate proceedings in the Bankruptcy Court to so alter,
amend, or modify the Plan, or remedy any defect or omission, or reconcile any inconsistencies in the Plan, the Disclosure Statement,
or the Confirmation Order, in such matters as may be necessary to carry out the purposes and intent of the Plan.


 






    	 	48	 



     


    

 


		B.	Effect of Confirmation on Modifications.



 


Entry of the Confirmation
Order shall mean that all modifications or amendments to the Plan occurring after the solicitation thereof are approved pursuant
to section 1127(a) of the Bankruptcy Code and do not require additional disclosure or resolicitation under Bankruptcy Rule 3019.


 


		C.	Revocation or Withdrawal of the Plan.



 


The Debtors reserve
the right, subject to the terms of the Restructuring Support Agreement and the Creditors’ Committee’s consent regarding
the Global Settlement, to revoke or withdraw the Plan before the Confirmation Date. If the Debtors revoke or withdraw the Plan,
or if Confirmation and Consummation does not occur, then: (1) the Plan shall be null and void in all respects; (2) any
settlement or compromise embodied in the Plan (including the fixing or limiting to an amount certain of any Claim or Interest or
Class of Claims or Interests), assumption or rejection of Executory Contracts or Unexpired Leases effected by the Plan, and
any document or agreement executed pursuant to the Plan, shall be deemed null and void; and (3) nothing contained in the Plan
shall: (i) constitute a waiver or release of any Claims or Interests; (ii) prejudice in any manner the rights of the
Debtors or any other Entity, including the holders of Claims; or (iii) constitute an admission, acknowledgement, offer, or
undertaking of any sort by the Debtors or any other Entity.


 


Article XI.

RETENTION OF JURISDICTION


 


Notwithstanding the
entry of the Confirmation Order and the occurrence of the Effective Date, on and after the Effective Date, the Bankruptcy Court
shall retain jurisdiction over the Chapter 11 Cases and all matters arising out of or related to the Chapter 11 Cases and the Plan,
including jurisdiction to:


 


1.            Allow,
Disallow, determine, liquidate, classify, estimate, or establish the priority, Secured or unsecured status, or amount of any Claim,
including the resolution of any request for payment of any Administrative Claim and the resolution of any and all objections to
the Secured or unsecured status, priority, amount, or allowance of Claims;


 


2.            Decide
and resolve all matters related to the granting and denying, in whole or in part, any applications for allowance of compensation
or reimbursement of expenses to Professionals;


 


3.            Resolve
any matters related to: (a) the assumption or rejection of any Executory Contract or Unexpired Lease and to hear, determine,
and, if necessary, liquidate, any Claims arising therefrom, including Cure Claims and Claims related to the rejection of an Executory
Contract or Unexpired Lease, pursuant to section 365 of the Bankruptcy Code, or any other matter related to such Executory Contract
or Unexpired Lease; (b) the Reorganized Debtors amending, modifying, or supplementing, after the Effective Date, pursuant
to Article V hereof, any Executory Contracts or Unexpired Leases to the list of Executory Contracts and Unexpired Leases to
be assumed and assigned or rejected or otherwise; and (c) any dispute regarding whether a contract or lease is or was executory
or expired;


 


4.            Ensure
that distributions to holders of Allowed Claims are accomplished pursuant to the provisions of the Plan;


 


5.            Adjudicate,
decide, or resolve any motions, adversary proceedings, contested, or litigated matters, and any other matters, and grant or deny
any applications involving a Debtor that may be pending on the Effective Date;


 


6.            Adjudicate,
decide, or resolve any and all matters related to Causes of Action;


 


7.            Adjudicate,
decide, or resolve any and all matters related to sections 1141 and 1145 of the Bankruptcy Code;


 






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8.            Enter
and implement such orders as may be necessary or appropriate to execute, implement, or consummate the provisions of the Plan and
all contracts, instruments, releases, indentures, and other agreements or documents created in connection with the Plan or the
Disclosure Statement;


 


9.            Enter
and enforce any order for the sale of property pursuant to sections 363, 1123, or 1146(a) of the Bankruptcy Code;


 


10.            Resolve
any cases, controversies, suits, disputes, or Causes of Action that may arise in connection with the Consummation, interpretation,
or enforcement of the Plan or any Entity’s obligations incurred in connection with the Plan;


 


11.            Issue
injunctions, enter and implement other orders, or take such other actions as may be necessary or appropriate to restrain interference
by any Entity with Consummation or enforcement of the Plan;


 


12.            Resolve
any cases, controversies, suits, disputes, or Causes of Action with respect to the settlements, compromises, discharges, releases,
injunctions, exculpations, and other provisions contained in Article VIII hereof and enter such orders as may be necessary
or appropriate to implement or enforce such releases, injunctions, and other provisions;


 


13.            Resolve
any cases, controversies, suits, disputes, or Causes of Action with respect to the repayment or return of distributions and the
recovery of additional amounts owed by the holder of a Claim or Interest for amounts not timely repaid pursuant to Article VI.H
hereof;


 


14.            Enter
and implement such orders as are necessary or appropriate if the Confirmation Order is for any reason modified, stayed, reversed,
revoked, or vacated;


 


15.            Determine
any other matters that may arise in connection with or relate to the Plan, the Disclosure Statement, the Confirmation Order,
or the Plan Supplement;


 


16.            Adjudicate
any and all disputes arising from or relating to distributions under the Plan or any transactions contemplated therein;


 


17.            Consider
any modifications of the Plan, to cure any defect or omission, or to reconcile any inconsistency in any Bankruptcy Court order,
including the Confirmation Order;


 


18.            Determine
requests for the payment of Claims entitled to priority pursuant to section 507 of the Bankruptcy Code;


 


19.            Hear
and determine all disputes involving the Restructuring Support Agreement or the Exit Facilities;


 


20.            Hear
and determine matters concerning state, local, and federal taxes in accordance with sections 346, 505, and 1146 of the Bankruptcy
Code;


 


21.            Hear
and determine all disputes involving the existence, nature, or scope of the exculpation and release provisions set forth in the
Plan, including any dispute relating to any liability arising out of the termination of employment or the termination of any employee
or retiree benefit program, regardless of whether such termination occurred before or after the Effective Date;


 


22.            Enforce
all orders previously entered by the Bankruptcy Court in the Chapter 11 Cases;


 


23.            Hear
any other matter not inconsistent with the Bankruptcy Code;


 


24.            Enter
an order closing the Chapter 11 Cases; and


 


25.            Enforce
the injunction, release, and exculpation provisions provided in Article VIII hereof.


 






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Article XII.

MISCELLANEOUS PROVISIONS


 


		A.	Immediate Binding Effect.



 


Subject to Article IX.A
hereof and notwithstanding Bankruptcy Rules 3020(e), 6004(h), or 7062 or otherwise, upon the occurrence of the Effective Date,
the terms of the Plan, the final versions of the documents contained in the Plan Supplement, and the Confirmation Order shall be
immediately effective and enforceable and deemed binding upon the Debtors or the Reorganized Debtors, as applicable, and any and
all holders of Claims or Interests (regardless of whether such Claims or Interests are deemed to have accepted or rejected the
Plan), all Entities that are parties to or are subject to the settlements, compromises, releases, and injunctions described in
the Plan, each Entity acquiring property under the Plan or the Confirmation Order, and any and all non-Debtor parties to Executory
Contracts and Unexpired Leases with the Debtors. All Claims and debts shall be as fixed, adjusted, or compromised, as applicable,
pursuant to the Plan regardless of whether any holder of a Claim or debt has voted on the Plan.


 


		B.	Additional Documents.



 


On or before the Effective
Date, the Debtors may File with the Bankruptcy Court such agreements and other documents as may be necessary or advisable to effectuate
and further evidence the terms and conditions of the Plan. The Debtors, the Reorganized Debtors, all holders of Claims and Interests
receiving distributions pursuant to the Plan, and all other parties in interest shall, from time to time, prepare, execute, and
deliver any agreements or documents and take any other actions as may be necessary or advisable to effectuate the provisions and
intent of the Plan.


 


		C.	Statutory Fees and Reporting Requirements.



 


The Debtors shall pay
any outstanding U.S. Trustee Fees, pursuant to section 1930(a) of the Judicial Code, in full on the Effective Date, and the
Debtors and/or the Reorganized Debtors shall continue to pay such fees until the Chapter 11 Cases are converted, dismissed, or
closed, whichever occurs first.


 


The Debtors shall continue
complying with monthly reporting requirements through the Effective Date as required under the Local Bankruptcy Rules.  After
the Effective Date, the Reorganized Debtors shall file quarterly reports consistent with Local Bankruptcy Rule 2015-(a)-1.
The GUC Trustee also shall quarterly file reports detailing receipts and distributions from the GUC Trust for informational purposes
only, in a form similar to the information provided by the Reorganized Debtors. For the avoidance of doubt, the GUC Trust shall
not be responsible for paying post-Effective Date U.S. Trustee Fees. The Reorganized Debtors shall no longer have the obligation
to file quarterly reports with respect to a Debtor once such Debtor’s case is converted or dismissed or a final decree has
been entered by the Court. The GUC Trust shall no longer have the obligation to file quarterly reports once each of the Chapter
11 Cases is converted or dismissed or a final decree has been entered by the Court.


 


		D.	Dissolution of the Creditors’ Committee.



 


On the Effective Date,
the Creditors’ Committee shall dissolve automatically and the members thereof shall be released and discharged from all rights,
duties, responsibilities, and liabilities arising from, or related to, the Chapter 11 Cases and under the Bankruptcy Code,
except for the limited purpose of prosecuting requests for payment of Professional Fee Claims for services and reimbursement of
expenses incurred prior to the Effective Date by the Creditors’ Committee and its Professionals. The Reorganized Debtors
shall no longer be responsible for paying any fees or expenses incurred by the members of or advisors to the Creditors’ Committee
after the Effective Date.


 


		E.	Reservation of Rights.



 


Before the Effective
Date, neither the Plan, any statement or provision contained in the Plan, nor any action taken or not taken by any Debtor with
respect to the Plan, the Disclosure Statement, the Confirmation Order, or the Plan Supplement shall be or shall be deemed to be
an admission or waiver of any rights of any Debtor with respect to any Claims or Interests.


 






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		F.	Successors and Assigns.



 


The rights, benefits,
and obligations of any Entity named or referred to in the Plan or the Confirmation Order shall be binding on, and shall inure to
the benefit of any heir, executor, administrator, successor, assign, affiliate, officer, director, manager, agent, representative,
attorney, beneficiaries, or guardian, if any, of each Entity.


 


		G.	Service of Documents.



 


All notices, requests,
and demands to or upon the Debtors to be effective shall be in writing (including by facsimile transmission) and, unless otherwise
expressly provided herein, shall be deemed to have been duly given or made when actually delivered or, in the case of notice by
facsimile transmission, when received and telephonically confirmed, addressed as follows:


 


	Debtors	Counsel to the Debtors
	
        Ascena
        Retail Group, Inc.

        933 MacArthur
        Boulevard

        Mahwah,
        New Jersey 07430

        Attn.:  Michael Veitenheimer
	
        Kirkland & Ellis LLP

        601 Lexington Avenue

        New York, NY 10022

        Attn.: Steven N. Serajeddini

        and

        Kirkland & Ellis LLP

        300 North LaSalle

        Chicago, Illinois 60654

        Attn.: John R. Luze, Jeff Michalik

        and

        Cooley LLP

        1299 Pennsylvania Avenue, NW, Suite 700

        Washington, DC 20004-2400

        Attn.: Cullen D. Speckhart, Olya Antle

	United States Trustee	Counsel to the Ad Hoc Group
	Office of The United States Trustee

515 Rusk Street, Suite 3516

Houston, TX 77002	
        Milbank
        LLP

        55 Hudson
        Yards

        New York,
        NY 10001-2163

        Attn.:
        Evan Fleck, Abigail Debold



 


After the Effective
Date, the Reorganized Debtors shall have the authority to send a notice to parties in interest providing that, to continue to receive
documents pursuant to Bankruptcy Rule 2002, such party must File a renewed request to receive documents pursuant to Bankruptcy
Rule 2002. After the Effective Date, the Reorganized Debtors are authorized to limit the list of Entities receiving documents
pursuant to Bankruptcy Rule 2002 to those Entities who have Filed such renewed requests.


 


		H.	Entire Agreement.



 


Except as otherwise
indicated, the Plan supersedes all previous and contemporaneous negotiations, promises, covenants, agreements, understandings,
and representations on such subjects, all of which have become merged and integrated into the Plan.


 






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		I.	Exhibits.



 


All exhibits and documents
included in the Plan Supplement are incorporated into and are a part of the Plan as if set forth in full in the Plan. After the
exhibits and documents are Filed, copies of such exhibits and documents shall be available upon written request to the Debtors’
counsel at the address above or by downloading such exhibits and documents from the Debtors’ restructuring website at https://www.cases.primeclerk.com/ascena
or the Bankruptcy Court’s website at www.vaeb.uscourts.gov.


 


		J.	Nonseverability of Plan Provisions.



 


If, before Confirmation,
any term or provision of the Plan is held by the Bankruptcy Court to be invalid, void, or unenforceable, the Bankruptcy Court shall
have the power to alter and interpret such term or provision to make it valid or enforceable to the maximum extent practicable,
consistent with the original purpose of the term or provision held to be invalid, void, or unenforceable, and such term or provision
shall then be applicable as altered or interpreted. Notwithstanding any such holding, alteration, or interpretation, the remainder
of the terms and provisions of the Plan will remain in full force and effect and will in no way be affected, impaired, or invalidated
by such holding, alteration, or interpretation. The Confirmation Order shall constitute a judicial determination and shall provide
that each term and provision of the Plan, as it may have been altered or interpreted in accordance with the foregoing, is: (1) valid
and enforceable pursuant to its terms; (2) integral to the Plan and may not be deleted or modified without the Debtors’
or the Reorganized Debtors’ consent, as applicable; and (3) nonseverable and mutually dependent.


 


		K.	Votes Solicited in Good Faith.



 


Upon entry of the Confirmation
Order, the Debtors will be deemed to have solicited votes on the Plan in good faith and in compliance with the Bankruptcy Code,
and, pursuant to section 1125(e) of the Bankruptcy Code, the Debtors and each of their respective Affiliates, agents, representatives,
members, principals, shareholders, officers, directors, managers, employees, advisors, and attorneys will be deemed to have participated
in good faith and in compliance with the Bankruptcy Code in the offer, issuance, sale, and purchase of Securities offered and sold
under the Plan and any previous plan, and, therefore, neither any of such parties or individuals or the Reorganized Debtors will
have any liability for the violation of any applicable law (including the Securities Act), rule, or regulation governing the solicitation
of votes on the Plan or the offer, issuance, sale, or purchase of the Securities offered and sold under the Plan and any previous
plan.


 


		L.	Waiver or Estoppel.



 


Each holder of a Claim
or Interest shall be deemed to have waived any right to assert any argument, including the right to argue that its Claim or Interest
should be Allowed in a certain amount, in a certain priority, Secured, or not subordinated by virtue of an agreement made with
the Debtors or their counsel, or any other Entity, if such agreement was not disclosed in the Plan, the Disclosure Statement, or
papers Filed before the Confirmation Date.


 






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Respectfully submitted, as of the date
first set forth above,


 


 


	Dated: [●], 2020	Ascena Retail Group, Inc. (on behalf of itself and all other Debtors)
	 	 	 
	 	By:	/s/ 
	 	Name:	Carrie W. Teffner
	 	Title:	Interim Executive Chair, Ascena Retail Group, Inc.


 






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