Credit Agreement, dated as of 11/17/2010



 Exhibit 10.2 

 
  

 
 $100,000,000 

CREDIT AGREEMENT 

Dated as of November 17, 2010 
 among 
 FRANCESCA’S COLLECTIONS, INC., as Borrower 

FRANCESCA’S LLC, as Parent 
 THE OTHER GUARANTORS PARTY HERETO, 
 as Guarantors 

THE LENDERS PARTY HERETO 
 and 
 Royal Bank of Canada, 

as Administrative Agent 
 and 
 Royal Bank of Canada, 

as Collateral Agent 
 and 
 KeyBank National Association, 

as Syndication Agent 
 ¿¿¿ 

Goldman Sachs Bank USA, 
 J.P. Morgan Securities LLC, 
 and 

Jefferies Finance LLC 
 as Joint Lead Arrangers and as Joint Bookrunners 
  

 
  







 TABLE OF CONTENTS 

 

							
	 	  	Page	 
			
	 ARTICLE I
	  	DEFINITIONS, INTERPRETATION AND ACCOUNTING TERMS	  	 	1	  
			
	Section 1.1	  	Defined Terms	  	 	1	  
	Section 1.2	  	UCC Terms	  	 	37	  
	Section 1.3	  	Accounting Terms and Principles	  	 	37	  
	Section 1.4	  	Payments	  	 	37	  
	Section 1.5	  	Interpretation	  	 	38	  
			
	ARTICLE II	  	THE FACILITIES	  	 	38	  
			
	Section 2.1	  	The Commitments	  	 	38	  
	Section 2.2	  	Borrowing Procedures	  	 	39	  
	Section 2.3	  	[Reserved]	  	 	40	  
	Section 2.4	  	Letters of Credit	  	 	40	  
	Section 2.5	  	Reduction and Termination of the Commitments	  	 	44	  
	Section 2.6	  	Repayment of Obligations	  	 	44	  
	Section 2.7	  	Optional Prepayments	  	 	44	  
	Section 2.8	  	Mandatory Prepayments	  	 	45	  
	Section 2.9	  	Interest	  	 	46	  
	  Section 2.10	  	Conversion and Continuation Options	  	 	46	  
	  Section 2.11	  	Fees	  	 	47	  
	  Section 2.12	  	Application of Payments	  	 	48	  
	  Section 2.13	  	Payments and Computations	  	 	49	  
	  Section 2.14	  	Evidence of Debt	  	 	50	  
	  Section 2.15	  	Suspension of Eurodollar Rate Option	  	 	51	  
	  Section 2.16	  	Breakage Costs; Increased Costs; Capital Requirements	  	 	52	  
	  Section 2.17	  	Taxes	  	 	53	  
	  Section 2.18	  	Substitution of Lenders	  	 	56	  
	  Section 2.19	  	Defaulting Lenders	  	 	57	  
			
	ARTICLE III	  	CONDITIONS TO LOANS AND LETTERS OF CREDIT	  	 	59	  
			
	Section 3.1	  	Conditions Precedent to Initial Loans and Letters of Credit	  	 	59	  
	Section 3.2	  	Conditions Precedent to Each Loan and Letter of Credit	  	 	61	  
	Section 3.3	  	Defaulting Lenders	  	 	62	  
	Section 3.4	  	Determinations of Initial Borrowing Conditions	  	 	62	  
			
	ARTICLE IV	  	REPRESENTATIONS AND WARRANTIES	  	 	62	  
			
	Section 4.1	  	Corporate Existence; Compliance with Law	  	 	62	  
	Section 4.2	  	Loans	  	 	63	  
	Section 4.3	  	Subsidiaries	  	 	63	  
	Section 4.4	  	Financial Statements	  	 	63	  
	Section 4.5	  	Material Adverse Effect	  	 	64	  
	Section 4.6	  	Solvency	  	 	64	  
	Section 4.7	  	Litigation	  	 	64	  
	Section 4.8	  	Taxes	  	 	64	  
	Section 4.9	  	Margin Regulations	  	 	65	  
	  Section 4.10	  	No Burdensome Obligations; No Defaults	  	 	65	  
	  Section 4.11	  	Investment Company Act	  	 	65	  
	  Section 4.12	  	Labor Matters	  	 	65	  


  
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	  Section 4.13	  	ERISA	  	 	65	  
	  Section 4.14	  	Environmental Matters	  	 	66	  
	  Section 4.15	  	Intellectual Property	  	 	66	  
	  Section 4.16	  	Title; Real Property	  	 	66	  
	  Section 4.17	  	Full Disclosure	  	 	67	  
	  Section 4.18	  	Permits	  	 	67	  
	  Section 4.19	  	Anti-Terrorism Laws	  	 	68	  
	  Section 4.20	  	Insurance	  	 	68	  
			
	 ARTICLE V
	  	FINANCIAL COVENANTS	  	 	68	  
			
	 Section 5.1
	  	Maximum Consolidated Leverage Ratio	  	 	68	  
	Section 5.2	  	Maximum Senior Leverage Ratio	  	 	68	  
	Section 5.3	  	Minimum Consolidated Fixed Charge Coverage Ratio	  	 	69	  
	Section 5.4	  	Interpretation of Financial Covenants	  	 	69	  
			
	 ARTICLE VI
	  	REPORTING COVENANTS	  	 	69	  
			
	 Section 6.1
	  	Financial Statements	  	 	69	  
	Section 6.2	  	Other Events	  	 	72	  
	Section 6.3	  	Copies of Notices and Reports	  	 	72	  
	Section 6.4	  	[Reserved]	  	 	72	  
	Section 6.5	  	ERISA Matters	  	 	72	  
	Section 6.6	  	Environmental Matters	  	 	72	  
	Section 6.7	  	Labor Matters	  	 	73	  
	Section 6.8	  	Other Information	  	 	73	  
			
	 ARTICLE VII
	  	AFFIRMATIVE COVENANTS	  	 	74	  
			
	 Section 7.1
	  	Maintenance of Corporate Existence	  	 	74	  
	Section 7.2	  	Compliance with Laws, Etc.	  	 	74	  
	Section 7.3	  	Payment of Obligations	  	 	74	  
	Section 7.4	  	Maintenance of Property	  	 	75	  
	Section 7.5	  	Maintenance of Insurance	  	 	75	  
	Section 7.6	  	Keeping of Books	  	 	75	  
	Section 7.7	  	Access to Books and Property	  	 	75	  
	Section 7.8	  	Environmental	  	 	76	  
	Section 7.9	  	Use of Proceeds	  	 	76	  
	  Section 7.10	  	Additional Collateral and Guaranties	  	 	76	  
	  Section 7.11	  	Post Closing Requirements	  	 	78	  
			
	 ARTICLE VIII
	  	NEGATIVE COVENANTS	  	 	78	  
			
	 Section 8.1
	  	Indebtedness	  	 	78	  
	Section 8.2	  	Liens	  	 	80	  
	Section 8.3	  	Investments	  	 	82	  
	Section 8.4	  	Asset Sales	  	 	84	  
	Section 8.5	  	Restricted Payments	  	 	85	  
	Section 8.6	  	Payment of Subordinated Debt and Certain Other Debt	  	 	86	  
	Section 8.7	  	Fundamental Changes	  	 	87	  
	Section 8.8	  	Change in Nature of Business	  	 	87	  
	Section 8.9	  	Transactions with Affiliates	  	 	87	  
	  Section 8.10	  	Third-Party Restrictions on Indebtedness, Liens, Investments or Restricted Payments	  	 	89	  
	  Section 8.11	  	Modification of Certain Documents	  	 	90	  


  
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	  Section 8.12	  	Accounting Changes; Fiscal Year	  	 	90	  
	  Section 8.13	  	Margin Regulations	  	 	90	  
	  Section 8.14	  	Compliance with ERISA	  	 	90	  
	  Section 8.15	  	Hazardous Materials	  	 	90	  
	  Section 8.16	  	Material Contracts	  	 	91	  
	  Section 8.17	  	Anti-Terrorism Laws; Anti-Money Laundering; Embargoed Persons	  	 	91	  
			
	 ARTICLE IX
	  	EVENTS OF DEFAULT	  	 	91	  
			
	 Section 9.1
	  	Definition	  	 	91	  
	Section 9.2	  	Remedies	  	 	92	  
	Section 9.3	  	[Reserved]	  	 	93	  
	Section 9.4	  	Actions in Respect of Letters of Credit	  	 	93	  
			
	 ARTICLE X
	  	THE AGENTS	  	 	93	  
			
	 Section 10.1
	  	Appointment and Authority	  	 	93	  
	Section 10.2	  	Agents Individually	  	 	94	  
	Section 10.3	  	Duties of the Agents; Exculpatory Provisions	  	 	95	  
	Section 10.4	  	Reliance by Agents	  	 	96	  
	Section 10.5	  	Delegation of Duties	  	 	96	  
	Section 10.6	  	Notice of Default	  	 	96	  
	Section 10.7	  	Resignation of Agents	  	 	96	  
	Section 10.8	  	Resignation of L/C Issuer	  	 	97	  
	Section 10.9	  	Non-Reliance on Agents and Other Lender Parties	  	 	97	  
	  Section 10.10	  	Release of Collateral or Guarantors	  	 	98	  
	  Section 10.11	  	Additional Secured Parties	  	 	98	  
	  Section 10.12	  	Expenses; Indemnities	  	 	99	  
	  Section 10.13	  	No Other Duties, etc.	  	 	100	  
	  Section 10.14	  	Withholding Tax	  	 	100	  
	  Section 10.15	  	Removal of Agents	  	 	100	  
			
	 ARTICLE XI
	  	MISCELLANEOUS	  	 	101	  
			
	 Section 11.1
	  	Amendments, Waivers, Etc	  	 	101	  
	Section 11.2	  	Assignments and Participations; Binding Effect	  	 	103	  
	Section 11.3	  	Costs and Expenses	  	 	106	  
	Section 11.4	  	Indemnities	  	 	106	  
	Section 11.5	  	Survival	  	 	108	  
	Section 11.6	  	Limitation of Liability for Certain Damages	  	 	108	  
	Section 11.7	  	Lender-Creditor Relationship; No Fiduciary Duty	  	 	108	  
	Section 11.8	  	Right of Setoff	  	 	108	  
	Section 11.9	  	Sharing of Payments, Etc.	  	 	109	  
	  Section 11.10	  	Marshaling; Payments Set Aside	  	 	109	  
	  Section 11.11	  	Notices	  	 	109	  
	  Section 11.12	  	Posting of Approved Electronic Communications	  	 	111	  
	  Section 11.13	  	Confidentiality	  	 	112	  
	  Section 11.14	  	Treatment of Information	  	 	113	  
	  Section 11.15	  	Governing Law	  	 	115	  
	  Section 11.16	  	Jurisdiction	  	 	115	  
	  Section 11.17	  	WAIVER OF JURY TRIAL	  	 	115	  
	  Section 11.18	  	Severability	  	 	116	  
	  Section 11.19	  	Execution in Counterparts	  	 	116	  
	  Section 11.20	  	Entire Agreement	  	 	116	  


  
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	Section 11.21	  	Use of Name	  	116
	Section 11.22	  	Patriot Act Notice	  	116


  
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	SCHEDULES	  		  	
			
	Schedule I	  	–	  	Commitments
	Schedule 3.1	  		  	Organizational and Capital Structure
	Schedule 4.2	  	–	  	Consents
	Schedule 4.3	  	–	  	Ownership of Borrower and Subsidiaries
	Schedule 4.12	  	–	  	Labor Matters
	Schedule 4.13	  	–	  	List of Plans
	Schedule 4.14	  	–	  	Environmental Matters
	Schedule 4.16	  	–	  	Real Property
	Schedule 4.20	  	–	  	Insurance
	Schedule 8.1	  	–	  	Existing Indebtedness
	Schedule 8.2	  	–	  	Existing Liens
	Schedule 8.3	  	–	  	Existing Investments
	Schedule 8.10	  	–	  	Existing Third-Party Restrictions
			
		  		  	 EXHIBITS

			
	Exhibit 1.1(1)	  	–	  	Form of Assignment
	Exhibit 1.1(2)	  	–	  	Form of Compliance Certificate
	Exhibit 1.1(3)	  	–	  	Form of Guaranty and Security Agreement
	Exhibit 1.1(5)	  	–	  	Form of Perfection Certificate
	Exhibit 2.2(a)	  	–	  	Form of Notice of Borrowing
	Exhibit 2.4(b)	  	–	  	Form of L/C Request
	Exhibit 2.10(b)	  	–	  	Form of Notice of Conversion or Continuation
	Exhibit 2.14(e)	  	–	  	Form of Note
	Exhibit 2.17(f)	  	–	  	Form of United States Tax Compliance Certificate
	Exhibit 3.1(a)	  	–	  	Schedule of Documents
	Exhibit 3.1(h)	  		  	Form of Solvency Certificate
	Exhibit 11.2	  		  	Dutch Auction Mechanics


  
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 This CREDIT AGREEMENT, dated as of November 17, 2010, is entered into among
FRANCESCA’S COLLECTIONS, INC., a Texas corporation (the “Borrower”), FRANCESCA’S LLC, a Delaware limited liability company (“Parent”), the other Guarantors (as defined below), the Lenders (as defined
below), the L/C Issuer (as defined below), ROYAL BANK OF CANADA, as administrative agent (“Royal Bank”, in such capacity, and together with its successors and permitted assigns, the “Administrative Agent”) and as
collateral agent (in such capacity, and together with its successors and permitted assigns, the “Collateral Agent”) for the Secured Parties, KEYBANK NATIONAL ASSOCIATION, as syndication agent (in such capacity the
“Syndication Agent”) and GOLDMAN SACHS BANK USA, J.P. MORGAN SECURITIES LLC and JEFFERIES FINANCE LLC, as joint lead arrangers and joint bookrunners (in such capacities, “Arrangers”). 

The parties hereto agree as follows: 
 ARTICLE I 
 DEFINITIONS, INTERPRETATION AND ACCOUNTING TERMS 

Section 1.1 Defined Terms. As used in this Agreement, the following terms have the following meanings: 

“Administrative Agent” has the meaning specified in the preamble to this Agreement. 

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

 “Affected Lender” has the meaning specified in Section 2.18(a). 

“Affiliate” means, with respect to any Person, each officer, director, general partner or joint-venturer of such Person
and any other Person that directly or indirectly controls, is controlled by, or is under common control with, such Person; provided, that no Secured Party shall be an Affiliate of the Borrower. For purpose of this definition,
“control” means the possession of either (a) the power to vote, or the beneficial ownership of, 10% or more of the Voting Stock of such Person or (b) the power to direct or cause the direction of the management and policies of
such Person, whether by contract or otherwise. 
 “Agents” means the Administrative Agent, the Collateral Agent
and the Syndication Agent. 
 “Agent’s Group” has the meaning specified in Section 10.2(b).

 “Agreement” means this Credit Agreement. 

“Anti-Terrorism Laws” has the meaning specified in Section 4.19. 

“Applicable Margin” means, with respect to Revolving Loans, Term Loans and the Unused Commitment Fee, the percentage set
forth below: 

  
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	  	  	Base Rate Loans	 	 	Eurodollar Rate Loans	 	 	Unused
Commitment
Fee	 
	  	Revolving
Loans	 	 	Term
Loans	 	 	Revolving
Loans	 	 	Term
Loans	 	 
	 Prior to May 31, 2012
	  	 	5.00	% 	 	 	5.00	% 	 	 	6.00	% 	 	 	6.00	% 	 	 	0.50	% 
	 June 1 2012 through May 31, 2013
	  	 	6.50	% 	 	 	6.50	% 	 	 	7.50	% 	 	 	7.50	% 	 	 	0.50	% 
	 June 1, 2013 and thereafter
	  	 	9.00	% 	 	 	9.00	% 	 	 	10.00	% 	 	 	10.00	% 	 	 	0.50	% 

 “Approved Electronic Communication” means each Communication that any Loan Party is
obligated to, or otherwise chooses to, provide to the Administrative Agent pursuant to any Loan Document or the transactions contemplated therein, including any financial statement, financial or other report, notice, request, certificate or other
information; provided, however, that, solely with respect to delivery of any such Communication by any Loan Party to the Administrative Agent and without limiting or otherwise affecting either the Administrative Agent’s right to effect delivery
of such Communication by posting such Communication to the Approved Electronic Platform or the protections afforded hereby to the Administrative Agent in connection with any such posting, “Approved Electronic Communication” shall exclude
(i) any notice of borrowing, letter of credit request, notice of conversion or continuation, and any other notice, demand, communication, information, document and other material relating to a request for a new, or a conversion of an existing,
Borrowing, (ii) any notice pursuant to Section 2.7 and Section 2.8 and any other notice relating to the payment of any principal or other amount due under any Loan Document prior to the scheduled date therefor,
(iii) all notices of any Default or Event of Default and (iv) any notice, demand, communication, information, document and other material required to be delivered to satisfy any of the conditions set forth in Article III or any
other condition to any Borrowing or other extension of credit hereunder or any condition precedent to the effectiveness of this Agreement. 
 “Approved Electronic Platform” has the meaning specified in Section 11.12(a). 
 “Approved Fund” means, with respect to any Lender, any Person (other than a natural Person) that (a) is or will be engaged in making, purchasing, holding or otherwise investing in
commercial loans and similar extensions of credit in the ordinary course of its business, and (b) is advised or managed by (i) such Lender, (ii) any Affiliate of such Lender or (iii) any Person (other than an individual) or any
Affiliate of any Person (other than an individual) that administers or manages such Lender. 
 “Arrangers” has
the meaning specified in the preamble to this Agreement. 
 “Assignment” means an assignment agreement entered
into by a Lender, as assignor, and any Person, as assignee, pursuant to the terms and provisions of Section 11.2 (with the consent of any party whose consent is required by Section 11.2), and accepted by the Administrative
Agent, in substantially the form of Exhibit 1.1(1), or any other form approved by the Administrative Agent. 

“Available Investment Basket” means, on any date of determination an amount equal to: (a) the sum of the amounts of
Excess Cash Flow for all Excess Cash Flow Periods ending on or prior to the date of determination, minus (b) the sum at the time of determination of (i) the aggregate amount of prepayments required to be made pursuant to
Section 2.8(a) through the date of determination (provided that, in the case of any Excess Cash Flow Period which has been completed and in respect of which the amount of Excess Cash Flow shall have been calculated as contemplated by
Section 6.1(c) but the prepayment required pursuant to Section 2.8(a) is not yet due and payable in accordance with the 

  
 2 








 
provisions of Section 2.8(a) as of the date of determination, then the amount of prepayments that will be so required to be made in respect of such Excess Cash Flow shall be included
for purposes of this clause (i)) and (ii) the aggregate amount of optional prepayments made pursuant to Section 2.7 made for all Excess Cash Flow Periods ending on or prior to the date of determination; minus (c) the
aggregate amount of all Investments made after the Closing Date pursuant to clause (q) of Section 8.3; minus (d) the aggregate amount of all dividends made after the Closing Date by applying a portion of the
Available Investment Basket pursuant to clause (c) of Section 8.5; and minus (f) the aggregate amount of all prepayments of Subordinated Debt made after the Closing Date by applying a portion of the Available
Investment Basket pursuant to clause (c) of Section 8.6. 
 “Base Rate” means a
fluctuating interest rate per annum in effect from time to time, which rate per annum shall at all times be equal to the higher of: 
 (a) the higher of: 
 (i) the Prime Rate and 

(ii)
 1/2 of 1% per annum above the Federal Funds
Rate; 
 (b) the rate per annum equal to the rate determined by the Administrative Agent to be the offered rate that
appears on the Reuters Screen LIBOR01 (or any successor thereto) that displays an average British Bankers Association Interest Settlement Rate for deposits in Dollars for an Interest Period of one month as in effect on such day plus 1.00%; and

 (c) 2.75%. 
 “Base Rate Loan” means any Loan that bears interest based on the Base Rate. 
 “Benefit Plan” means any employee pension benefit plan as defined in Section 3(2) of ERISA) to which any Group Member incurs or otherwise has any obligation or liability, contingent
or otherwise. 
 “Borrower” has the meaning specified in the preamble to this Agreement. 

“Borrowing” means a borrowing consisting of Loans (other than Loans deemed made pursuant to Section 2.4)
made in one Facility on the same day by the Lenders according to their respective Commitments under such Facility. 

“Business” means any business or business activity conducted by the Borrower and any Subsidiary on the Closing Date and
any business or business activities incidental or related thereto, or any business or activity that is reasonably similar thereto or a reasonable extension, development or expansion thereof or ancillary thereto. 

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized or
required to close under the Laws of, or are in fact closed in, the province or state where the Administrative Agent’s Office is located and in the State of New York; provided that if such day relates to any interest rate settings as to a
Eurodollar Rate Loan, any fundings, disbursements, settlements and payments in respect of any such Eurodollar Rate Loan, or any other dealings in Dollars to be carried out pursuant to this Agreement in respect of any such Eurodollar Rate Loan,
Business Day also means any such day on which dealings in deposits in Dollars are conducted by and between banks in the London interbank market. 

  
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 “Capital Expenditures” means, for any Person for any period, the aggregate
of all expenditures, whether or not made through the incurrence of Indebtedness, by such Person and its Subsidiaries during such period for the acquisition, leasing (pursuant to a Capital Lease), construction, replacement, repair, substitution or
improvement of fixed or capital assets or additions to equipment, in each case required to be capitalized under GAAP on a Consolidated balance sheet of such Person, excluding: 
 (a) interest capitalized during such period; 
 (b) any expenditure to the extent,
for purpose of the definition of Permitted Acquisition, such expenditure is part of the aggregate amounts payable in connection with, or other consideration for, any Permitted Acquisition consummated during or prior to such period; 

(c) [reserved]; 

(d) expenditures of proceeds of insurance settlements, condemnation awards and other settlements in respect of lost, destroyed, damaged
or condemned assets, equipment or other property, to the extent such expenditures are made to replace or repair such lost, destroyed, damaged or condemned assets, equipment or other property or otherwise to acquire, maintain, develop, construct,
improve, upgrade or repair assets or properties useful in the business of the Borrower and the Subsidiaries within 12 months of receipt of such proceeds; 
 (e) expenditures accounted for as capital expenditures of such Person and that actually are paid for by a third party (excluding Parent, the Borrower or any Subsidiary thereof) and for which neither
Parent, the Borrower nor any Subsidiary thereof has provided or is required to provide or incur, directly or indirectly, any consideration or obligation to such third party or any other Person (whether before, during or after such period), and
without duplication thereof, expenditures funded through tenants’ improvement allowances; 
 (f) the book value of any
asset owned by such Person prior to or during such period to the extent that such book value would otherwise be included as a Capital Expenditure during such period as a result of such Person reusing or beginning to reuse such asset during such
period without a corresponding expenditure actually having been made in such period; provided, that (i) any expenditure necessary in order to permit such asset to be reused shall be included as a Capital Expenditure during the period
that such expenditure actually is made, and (ii) such book value shall have been included as a Capital Expenditure when such asset was originally acquired; 
 (g) the purchase price of equipment purchased during such period to the extent the consideration therefor consists of any combination of (i) used, obsolete, worn out or surplus equipment traded in at
the time of such purchase and (ii) the proceeds of a sale of used, obsolete, worn out or surplus equipment, in each case, in the ordinary course of business; 
 (h) [reserved]; and 
 (i) expenditures to the extent they are financed with the
proceeds of an issuance of Junior Capital permitted by Section 8.1 not later than 120 days after the receipt of such proceeds by Parent or the Borrower. 
 “Capital Lease” means, with respect to any Person, any lease of, or other arrangement conveying the right to use, any property (whether real, personal or mixed) by such Person as lessee
that has been or is required to be accounted for as a capital lease on a balance sheet of such Person prepared in accordance with GAAP; provided, however, that any lease of a type that would be classified as an operating lease on the date of
this Agreement prior to the consummation of the transactions contemplated hereby shall be deemed not to be a Capital Lease notwithstanding any subsequent change in GAAP. 

  
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 “Capitalized Lease Obligations” means, at any time, with respect to any
Capital Lease, the amount of all obligations of such Person that is capitalized on a balance sheet of such Person prepared in accordance with GAAP. 
 “Cash Collateral Account” means a deposit account (other than deposit accounts maintained in the ordinary course of business solely for funding (w) 401(k) and other retirement plans
and employee benefits, including rabbi trusts for deferred compensation, (x) payroll, (y) health care benefits, and (z) escrow arrangements) or securities account in the name of the Borrower and under the sole control (as defined in
the applicable UCC) of the Collateral Agent and (a) in the case of a deposit account, from which the Borrower may not make withdrawals except as permitted by the Collateral Agent and (b) in the case of a securities account, with respect to
which the Collateral Agent shall be the entitlement holder and the only Person authorized to give entitlement orders with respect thereto. 
 “Cash Collateralize” means, in respect of an obligation, provide and pledge (as a first priority perfected security interest) cash collateral in Dollars, at a location and pursuant to
documentation in form and substance reasonably satisfactory to the Administrative Agent (and “Cash Collateralization” has a corresponding meaning). 
 “Cash Equivalents” means (a) any readily-marketable securities (i) issued by, or directly, unconditionally and fully guaranteed or insured by the United States federal
government or (ii) issued by any agency of the United States federal government the obligations of which are fully backed by the full faith and credit of the United States federal government, (b) any readily-marketable direct obligations
issued by any other agency of the United States federal government, any state of the United States or any political subdivision of any such state or any public instrumentality thereof, in each case having a rating of at least “A-1” from
S&P or at least “P-1” from Moody’s, (c) any commercial paper rated at least “A-1” by S&P or “P-1” by Moody’s and issued by any Person organized under the laws of any state of the United States,
(d) any Dollar-denominated time deposit, insured certificate of deposit, overnight bank deposit or bankers’ acceptance issued or accepted by (i) any Lender or (ii) any commercial bank that is (A) organized under the laws of
the United States, any state thereof or the District of Columbia, (B) “adequately capitalized” (as defined in the regulations of its primary federal banking regulators) and (C) has Tier 1 capital (as defined in such regulations)
in excess of $250,000,000, (e) shares of any United States money market fund that (i) has substantially all of its assets invested continuously in the types of investments referred to in clause (a), (b), (c) or
(d) above with maturities as set forth in the proviso below, (ii) has net assets in excess of $500,000,000 and (iii) has obtained from either S&P or Moody’s the highest rating obtainable for money market funds in the
United States, and (f) repurchase obligations with a term of not more than 180 days for underlying securities of the types described in clause (a) above entered into with a bank meeting the qualifications described in clause
(d)(ii) above; provided, that the maturities of all obligations specified in any of (x) clauses (a) and (b) above shall not exceed two years, and (y) clauses (c) and (d) above
shall not exceed 365 days. 
 “Cash Management Bank” means any Person that, at the time it enters into a
Secured Cash Management Agreement, is a Lender or an Affiliate of a Lender, in its capacity as a party to such Secured Cash Management Agreement. 
 “CERCLA” means the United States Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. §§ 9601 et seq.). 

“Change of Control” means the occurrence of any of the following: 

  
 5 








 (a) at any time prior to the occurrence of any Qualified IPO, the Fund and the Fund
Affiliates cease to, directly or indirectly, own and control legally and beneficially all of the economic and voting rights associated with ownership of at a majority of the ordinary voting power represented by the issued and outstanding Voting
Stock of Parent on a fully diluted basis; 
 (b) at any time after the occurrence of a Qualified IPO, either of the following
shall occur: 
 (i) any person other than the Permitted Investors shall become, directly or indirectly, the legal
or beneficial owner of, or shall have acquired, directly or indirectly pursuant to any Contractual Obligation or otherwise, control over or control over the voting rights of, at least the greater of (A) 35% of the ordinary voting power
represented by the issued and outstanding Voting Stock of Parent on a fully diluted basis, or (B) a percentage in excess of the percentage of the ordinary voting power represented by the issued and outstanding Voting Stock of Parent of which
the Permitted Investors are, directly or indirectly, the beneficial owners, in each case, on a fully diluted basis; or 
 (ii) continuing directors shall cease for any reason other than death or disability to constitute a majority of the members of the board of directors of Parent then in office; 

(c) Parent shall cease to own and control legally and beneficially all of the economic and voting rights associated with all classes of
the outstanding Stock and Stock Equivalents of the Borrower; or 
 (d) a “change of control” occurs under any
Indebtedness having a principal amount of $3.0 million or more (as defined in the agreement governing such Indebtedness). 
 For
the purposes of this definition, the following terms shall have the following meanings, notwithstanding any other definition for any such term in any other provisions of this Agreement: (x) “person” means any “person”
as such term is used in the United States Securities Exchange Act of 1934, as amended, including any partnership, limited partnership, syndicate or group of persons that is deemed to be a “person” for purposes of Sections 13(d) and
14(d)(2) of such Securities Exchange Act; (y) “beneficial owner” means any “beneficial owner” under and as defined in Rules 13d-3 and 13d-5 of the United States Securities and Exchange Commission under such Securities
Exchange Act; and (z) “continuing director” means, at any date of determination, each individual member of the board of directors of Parent who (i) has been a member of such board in the period of twelve successive
calendar months last ended prior to such date or (ii) whose nomination for election by the stockholders of Parent was approved by a vote of at least a majority of the directors who were continuing directors at the time of such nomination.

 “Closing Date” means the first date on which any Loan is made or any Letter of Credit is Issued. 

“Code” means the United States Internal Revenue Code of 1986, as amended from time to time, and the regulations
promulgated and published administrative guidance issued thereunder. 
 “Collateral” means all property and
interests in property and proceeds thereof now owned or hereafter acquired by any Loan Party in or upon which a Lien is granted or purported to be granted pursuant to any Loan Document. 

“Collateral Agent” has the meaning specified in the preamble to this Agreement. 

  
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 “Commitment” means, with respect to any Lender, such Lender’s
Revolving Credit Commitment and Term Loan Commitment. 
 “Communication” means each notice, demand,
communication, information, document or other material provided for hereunder or under any other Loan Document, or otherwise transmitted between the parties hereto, relating this Agreement, the other Loan Documents, any Loan Party or its Affiliates,
or the transactions contemplated by this Agreement or the other Loan Documents including, without limitation, all Approved Electronic Communications. 
 “Compliance Certificate” means a certificate substantially in the form of Exhibit 1.1(2). 
 “Consolidated” means, with respect to any Person, the accounts of such Person and its Subsidiaries, consolidated in accordance with GAAP. 

“Consolidated Current Assets” means, with respect to any Person at any date, the total Consolidated assets of such
Person at such date other than (a) cash, Cash Equivalents and any Indebtedness owing to such Person or any of its Subsidiaries by Affiliates of such Person that would, in accordance with GAAP, be classified on a Consolidated balance sheet of
such Person as current assets at such date, and (b) amounts related to current or deferred Taxes based on income or profits. 
 “Consolidated Current Liabilities” means, with respect to any Person at any date, all liabilities of such Person and its Subsidiaries at such date that would, in accordance with GAAP, be
classified as current liabilities on a Consolidated balance sheet of such Person; provided, that “Consolidated Current Liabilities” shall exclude the principal amount of the Loans then outstanding. 

“Consolidated EBITDA” means, with respect to any Person for any period, without duplication, an amount equal to such
Person’s Consolidated Net Income for such period determined in accordance with GAAP, plus (a) to the extent applicable to such Person in such period, the sum of (without duplication and only to the extent the amounts described in
this clause (a) decreased such Consolidated Net Income for the respective period for which Consolidated EBITDA is being determined) (i) provision for Taxes based on income, profits or capital of such Person and its Subsidiaries for such
period, including, without limitation, state, franchise and similar taxes, (ii) Consolidated Interest Expense of such Person for such period, (iii) depreciation and amortization expense of such Person and its Subsidiaries for such period,
(iv) business optimization expenses and other restructuring charges of such Person and its Subsidiaries for such period, provided, that (A) with respect to each business optimization expense or other such restructuring charge, the
Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer of the Borrower specifying and quantifying such expense or charge and stating that such expense or charge is a business optimization expense or other
restructuring charge, as the case may be, and (B) the aggregate amount of cash business optimization expenses and other cash restructuring charges for purposes of this clause (iv) shall not exceed 5% of Consolidated EBITDA for such
period (as calculated prior to giving effect to the addition of amounts specified in this clause (iv)), (v) any other non-cash charges of such Person and its Subsidiaries for such period (but excluding (a) any such charges which represent
the accrual of, or a cash reserve for, anticipated cash charges in any future period and (b) any such non-cash charge to the extent that it represents the amortization of a prepaid cash charge that was paid in a prior period unless such
non-cash charge represents an amount that was not recognized in any prior period) and (vi) management, consulting, monitoring, transaction, and advisory fees, and related expenses of such Person and its Subsidiaries for such period paid to the
Permitted Investors (or any accruals related to such fees and related expenses), provided, that the aggregate amount of such fees and related expenses for purposes of this clause (vi) shall not exceed in any period of four
consecutive Fiscal Quarters, $500,000 as of the date of determination; minus (b) the sum (without duplication and only to the extent the amounts described in this clause (b) increased such Consolidated


  
 7 








 
Net Income for the respective period for which Consolidated EBITDA is being determined) of non-cash items increasing Consolidated Net Income of such Person for such period (but excluding any such
items (i) in respect of which cash was received in a prior period or will be received in a future period, or (ii) which represent the reversal of any accrual of, or cash reserve for, anticipated cash charges in any prior period).

 “Consolidated Fixed Charge Coverage Ratio” means, with respect to any Person as of any date, the ratio of
(a) Consolidated EBITDA for such Person for the last period of four consecutive Fiscal Quarters ending on or before such date minus cash Capital Expenditures of such Person for such period (excluding any Capital Expenditures financed
with Indebtedness other than Revolving Loans) minus the aggregate amount of United States federal income taxes and other taxes, including, without limitation, state, franchise and similar taxes, actually payable in cash by such Person and its
Subsidiaries for such period minus the aggregate amount of Permitted Tax Distributions made in such period to (b) the Consolidated Fixed Charges of such Person for such period; provided, that Consolidated EBITDA and Consolidated Fixed
Charges shall be determined on a Pro Forma Basis. 
 “Consolidated Fixed Charges” means, with respect to any
Person for any period, the sum, determined on a Consolidated basis, of (a) the aggregate of all interest expense paid or accrued during such period, plus (b) scheduled payments of principal with respect to Indebtedness during such
period (excluding principal amounts paid or payable on the Revolving Loan), plus (c) Restricted Payments made pursuant to Section 8.5(e) to the extent such Restricted Payments are not otherwise reflected as a reduction or
expense in determining the Consolidated Net Income of the Borrower (other than Restricted Payments for Permitted Tax Distributions). 
 “Consolidated Interest Expense” means, for any Person for any period, Consolidated total interest expense of such Person and its Subsidiaries for such period and including, in any event,
(i) interest capitalized during such period and net cash costs under Interest Rate Contracts for such period and (ii) all fees, charges, commissions, discounts and other similar obligations (other than reimbursement obligations) with
respect to letters of credit, bank guarantees, banker’s acceptances, surety bonds and performance bonds (whether or not matured) payable by such Person and its Subsidiaries during such period. 

“Consolidated Leverage Ratio” means, with respect to any Person as of any date, the ratio of (a) Consolidated Total
Debt of such Person outstanding as of such date to (b) Consolidated EBITDA for such Person for the last period of four consecutive Fiscal Quarters ending on or before such date; provided, that Consolidated EBITDA shall be determined on a
Pro Forma Basis. 
 “Consolidated Net Income” means, with respect to any Person, for any period, the aggregate
of the Net Income of such Person and its Subsidiaries attributable to such Person (after giving effect to non-controlling interests) for such period, on a Consolidated basis; provided, that, without duplication, (i) any net after-tax
(A) extraordinary, (B) nonrecurring, or (C) unusual gains or losses or income or expenses (less all fees and expenses relating thereto), including any severance expenses, and fees, expenses or charges related to any offering of the
Stock of Parent, any Investment, acquisition or Indebtedness permitted to be incurred hereunder (in each case, whether or not successful), including any such fees, expenses, charges or change in control payments related to any acquisition
consummated after the Closing Date, in each case, shall be excluded, (ii) any net after-tax income or loss from discontinued operations and any net after-tax gain or loss on disposal of discontinued operations shall be excluded, (iii) any
net after-tax gain or loss (less all fees and expenses or charges relating thereto) attributable to business dispositions or asset dispositions other than in the ordinary course of business (as determined in good faith by the board of directors (or
equivalent) of the Borrower) shall be excluded (other than write downs of current assets in the ordinary course of business), (iv) any net after-tax income or loss (less all 

  
 8 








 
fees and expenses or charges relating thereto) attributable to the early extinguishment of Indebtedness shall be excluded, (v) Consolidated Net Income for such period shall not include the
cumulative effect of a change in accounting principles during such period, (vi) any increase in amortization or depreciation or any one-time non-cash charges resulting from purchase accounting in connection with any acquisition that is
consummated after the Closing Date shall be excluded, (vii) any non-cash impairment charges resulting from the application of Statement of Financial Accounting Standards No. 142 and 144, and the amortization of intangibles arising pursuant
to No. 141, shall be excluded, (vii) the effect of mark-to-market accounting for derivatives contracts under Statement of Financial Accounting Standards No. 157 shall be excluded, (ix) any non-cash compensation expenses realized
from grants of stock appreciation or similar rights, stock options or other rights to officers, directors and employees of such Person or any of its Subsidiaries shall be excluded, (x) any pre-opening expenses shall be excluded, and
(xi) the net income for such period of any entity (other than a Subsidiary of such Person) in which any Person other than such Person and its Subsidiaries has an ownership interest shall be excluded, except to the extent that cash in an amount
equal to any such income has actually been received by such Person or any of its Subsidiaries during such period. 

“Consolidated Total Assets” means, as of any date, the total assets of the Borrower and the Consolidated Subsidiaries,
determined in accordance with GAAP, set forth on the Consolidated balance sheet of the Borrower as of such date (for the avoidance of doubt, the Consolidated Total Assets as of October 31, 2010 is $52,965,111); provided that, in no event
shall Consolidated Total Assets include the amount of goodwill that would be recorded from the acquisition of the Borrower by the Fund and the Fund Affiliates to the extent purchase accounting treatment was given or is given to such acquisition.

 “Consolidated Total Debt” of any Person means on any date (A) (i) all Indebtedness of a type
described in clauses (a), (b), (c)(i), (d), (f) and (g) of the definition thereof, other than letters of credit to the extent undrawn and (ii) all Guaranty Obligations with respect to any
Indebtedness of any other Person of a type described in clause (i) above, in each case of such Person and its Subsidiaries on a Consolidated basis, less (B) the amount of unrestricted cash and Cash Equivalents (excluding cash and
Cash Equivalents from a Specified Equity Contribution) of such Person and its Subsidiaries (reduced, in the case of any Subsidiary that is not a Wholly Owned Subsidiary, to reflect the extent of the relative aggregate direct and indirect beneficial
ownership interest of the Borrower therein) on such date in an amount not to exceed $7,500,000 less the outstanding principal amount of Revolving Loans on such date (provided that such unrestricted cash and Cash Equivalents that reduces Consolidated
Total Debt pursuant to this clause (B) shall be maintained in an account subject to a Control Agreement (as defined in the Guaranty and Security Agreement)). 
 “Constituent Documents” means, with respect to any Person, collectively and, in each case, together with any modification of any term thereof, (a) the articles of incorporation,
certificate of incorporation, constitution or certificate of formation of such Person, (b) the bylaws, operating agreement or joint venture agreement of such Person, (c) any other constitutive, organizational or governing document of such
Person, whether or not equivalent, and (d) any other document setting forth the manner of election or duties of the directors, officers or managing members of such Person or the designation, amount or relative rights, limitations and
preferences of any Stock of such Person. 
 “Contractual Obligation” means, with respect to any Person, any
provision of any Security issued by such Person or of any document or undertaking (other than a Loan Document) to which such Person is a party or by which it or any of its property is bound or to which any of its property is subject. 

“Copyrights” means all rights, title and interests (and all related IP Ancillary Rights) arising under any Requirement
of Law in or relating to copyrights and all mask work, database and design rights, whether or not registered or published, all registrations and recordations thereof and all applications in connection therewith. 

  
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 “Corporate Chart” means a document setting forth, as of a date set forth
therein, for each Person that is a Loan Party, that is subject to Section 7.10 or that is a Subsidiary or Joint Venture of any of them, other than a Foreign Subsidiary that is not a first-tier Foreign Subsidiary, (a) the full legal
name of such Person, (b) the jurisdiction of organization and any organizational number and tax identification number of such Person, (c) the location of such Person’s chief executive office (or, if applicable, sole place of business)
and (d) the number of shares of each class of Stock of such Person (other than the Borrower) authorized, the number outstanding and the number and percentage of such outstanding shares for each such class owned, directly or indirectly, by any
Loan Party or any Subsidiary of any of them. 
 “Customary Permitted Liens” means, with respect to any Person,
any of the following: 
 (a) Liens (i) with respect to the payment of taxes, assessments or other governmental charges or
levies or (ii) of landlords, suppliers, carriers, materialmen, warehousemen, repairmen, workmen or mechanics and other similar Liens, in each case imposed by law or arising in the ordinary course of business, and, for each of the Liens in
clauses (i) and (ii) above for amounts that are not overdue by more than 30 days or that are being contested in good faith by appropriate proceedings with respect to which, if applicable, adequate reserves or other
appropriate provisions are maintained on the books of such Person in accordance with GAAP; 
 (b) (i) Liens arising solely by
virtue of any statutory or common law provision relating to a banker’s liens, rights of set-off or similar rights, including Liens of a collection bank on items in the course of collection arising under Section 4-208 of the UCC as in
effect in the State of New York or any similar section under any applicable UCC or any similar Requirement of Law of any foreign jurisdiction, and (ii) Liens that are contractual rights of set-off (x) relating to the establishment of
depository relations with banks not given in connection with the issuance of Indebtedness or (y) relating to pooled deposit or sweep accounts of the Borrower or any Subsidiary to permit satisfaction of overdraft or similar obligations incurred
in the ordinary course of business of the Borrower or any Subsidiary; 
 (c) pledges or cash deposits made in the ordinary
course of business (i) in connection with workers’ compensation, unemployment insurance or other types of social security benefits (other than any Lien imposed by ERISA) and to secure liability to insurance carriers under insurance or
self-insurance arrangement in respect of such obligations, (ii) for reimbursement or indemnification obligations (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing
property, casualty or liability insurance to the Borrower or any Subsidiary, (iii) to secure the performance of bids, tenders, leases (other than Capital Leases), governmental contracts, sales contracts, other trade contracts (other than for
the repayment of borrowed money), or other obligations of like nature (including letters of credit in lieu thereof or to support the issuance thereof), including those incurred pursuant to any Environmental Law, or (iv) made in lieu of, or to
secure the performance of, statutory obligations, surety and appeal bonds, customs, reclamation or performance and return of money bonds (in each case not related to judgments or litigation); 

(d) judgment liens (other than for the payment of taxes, assessments or other governmental charges) securing judgments and other
proceedings not constituting an Event of Default under Section 9.1(e) and pledges or cash deposits made in lieu of, or to secure the performance of, judgment or appeal bonds in respect of such judgments and proceedings; 

(e) Liens (i) arising by reason of zoning restrictions, survey exceptions and such matters as an accurate survey would disclose,
easements, trackage rights, licenses, reservations, 

  
 10 









 
restrictions, declarations, rights-of-way, covenants, conditions, special assessments, rights-of-way, encroachments, defects or irregularities in title (including leasehold title) and other
similar encumbrances on the use or operation of real property, (ii) consisting of leases, licenses or subleases granted by a lessor, licensor or sublessor on its property (in each case other than Capital Leases) otherwise permitted under
Section 8.4 that, for each of the Liens in clauses (i) and (ii) above and clause (iii) below, do not, in the aggregate, materially (x) impair the value of such real property or (y) interfere
with the ordinary conduct of the business conducted and proposed to be conducted at such real property or (iii) arising by reason of servicing agreements, development agreements, site plan agreements and other similar encumbrances incurred in
the ordinary course of business and title defects or irregularities that are of a minor nature and that, in the aggregate, do not interfere in any material respect with the ordinary conduct of the business of the Borrower or any Subsidiary;

 (f) Liens of landlords (i) arising by statute or under any lease or related Contractual Obligation entered into in the
ordinary course of business, (ii) on fixtures and movable tangible property located on the real property leased or subleased from such landlord, (iii) for amounts not yet due or that are being contested in good faith by appropriate
proceedings diligently conducted and (iv) for which adequate reserves or other appropriate provisions are maintained on the books of such Person in accordance with GAAP; 
 (g) Liens on real property disclosed by the title insurance policies delivered pursuant to Section 7.10 and any replacement, extension or renewal of any such Lien; provided, that such replacement,
extension or renewal Lien shall not cover any property other than the property that was subject to such Lien prior to such replacement, extension or renewal; provided, further, that such Liens do not secure any Indebtedness, are of a minor nature
and, in the aggregate, do not interfere in any material respect with the ordinary conduct of the business of the Borrower or any Subsidiary; 
 (h) 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; 

(i) Liens solely on any cash earnest money deposits made by the Borrower or any of the Subsidiaries in connection with any letter of
intent or purchase agreement permitted hereunder; 
 (j) the prior rights of consignees and their lenders under consignment
arrangements entered into in the ordinary course of business; 
 (k) Liens arising from precautionary UCC financing statements
regarding operating leases; and 
 (l) Liens on securities that are the subject of repurchase agreements constituting Cash
Equivalents under clause (f) of the definition thereof. 
 “Default” means any Event of Default and
any event that, with the passing of time or the giving of notice or both, would become an Event of Default. 

“Defaulting Lender” means, at any time, a Lender as to which the Administrative Agent has notified the Borrower that
(i) such Lender has failed for three or more Business Days to comply with its obligations under this Agreement to make a Loan and/or make a payment to the L/C Issuer in respect of a L/C Request (each a “funding obligation”),
(ii) such Lender has notified the Administrative Agent, or has stated publicly, that it will not comply with any such funding obligation hereunder, or has defaulted on its funding obligations under any other loan agreement or credit agreement
or other financing agreement, (iii) such Lender has, for three or more Business Days, failed to confirm in writing to the Administrative 

  
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Agent, in response to a written request of the Administrative Agent, that it will comply with its funding obligations hereunder, or (iv) a Lender Insolvency Event has occurred and is
continuing with respect to such Lender (provided that neither the reallocation of funding obligations provided for in Section 2.19(a) as a result of a Lender’s being a Defaulting Lender nor the performance by Non-Defaulting
Lenders of such reallocated funding obligations will by themselves cause the relevant Defaulting Lender to become a Non-Defaulting Lender). Any determination that a Lender is a Defaulting Lender under clauses (i) through (iv) above will be
made by the Administrative Agent in its sole discretion acting in good faith. The Administrative Agent will promptly send to all parties hereto a copy of any notice to the Borrower provided for in this definition. Notwithstanding anything to the
contrary above, a Lender will not be a Defaulting Lender solely by virtue of the ownership or acquisition of any stock in such Lender or its parent by any Governmental Authority. 

“Designated Non-Cash Consideration” shall mean the fair market value (as determined in good faith by
the Borrower) of non-cash consideration received by the Borrower or one of its Subsidiaries in connection with a Sale of any property that is so designated as Designated Non-Cash Consideration pursuant to a certificate of a Responsible Officer,
setting forth the basis of such valuation, less the amount of cash or cash equivalents received in connection with a subsequent sale of such Designated Non-Cash Consideration. 
 “Disclosure Documents” means, collectively, all confidential information memoranda and related written materials prepared by or on behalf of the Loan Parties in connection with the
Facilities. 
 “Dividend” means the special dividend that is paid or shall be paid to the Borrower’s
shareholders following the funding of the Term Loans at any time up to and until 30 days after the Closing Date in an amount not to exceed $100,000,000. 
 “Dollars” and the sign “$” each mean the lawful money of the United States of America. 
 “Domestic Person” means any “United States person” under and as defined in Section 770l(a)(30) of the Code. 

“E-Fax” means any system used to receive or transmit faxes electronically. 

“Electronic Transmission” means each document, instruction, authorization, file, information and any other communication
transmitted, posted or otherwise made or communicated by e-mail or E-Fax, or otherwise to or from an E-System or other equivalent service. 
 “Environment” means indoor air, ambient air, surface water, groundwater, drinking water, soil, surface and subsurface strata and natural resources, such as flora, fauna and wetlands.

 “Environmental Laws” means all Requirements of Law and Permits relating to the regulation and protection of
occupational health and safety and the Environment, including CERCLA, the SWDA, the Hazardous Materials Transportation Act (49 U.S.C. §§ 5101 et seq.), the Federal Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. §§ 136 et
seq.), the Toxic Substances Control Act (15 U.S.C. §§ 2601 et seq.), the Clean Air Act (42 U.S.C. §§ 7401 et seq.), the Federal Water Pollution Control Act (33 U.S.C. §§ 1251 et seq.), the Occupational Safety and Health
Act (29 U.S.C. §§ 651 et seq.), the Safe Drinking Water Act (42 U.S.C. §§ 300(f) et seq.) and those relating to the handling, treatment, transport, generation, storage, Release or threat of Release of Hazardous Materials, all
regulations promulgated under any of the foregoing, and any environmental transfer of ownership, control, notification or approval statutes. 

  
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 “Environmental Liabilities” means all Liabilities (including costs of
Remedial Actions, natural resource damages and costs and expenses of investigation and feasibility studies) that may be imposed on, incurred by or asserted against any Group Member as a result of, or related to, any claim, suit, action,
investigation, proceeding or demand by any Person, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law or otherwise, arising under any Environmental Law or in connection with any
environmental, occupational health or safety condition or with any Release or threat of Release of Hazardous Materials. 

“Equity Contribution Basket” means, on any date of determination, the cumulative amount of cash proceeds from the Sale
(other than to the Borrower or any Subsidiary) of Qualified Capital Stock of Parent after the Closing Date (which proceeds have been contributed as common equity to the capital of the Borrower), except to the extent such proceeds constitute
(x) proceeds of an issuance of Junior Capital that are used to make an Investment pursuant to clause (n) of Section 8.3 or (y) proceeds of any Stock issued to any employee, officer or director of Parent, Borrower,
any Subsidiary of the Borrower or any direct or indirect parent of Parent; minus (i) the aggregate amount of all Investments made after the Closing Date pursuant to clause (g)(ii) of Section 8.3; minus (ii) the aggregate
amount of all dividends made after the Closing Date and prior to such date of determination by applying a portion of the Equity Contribution Basket pursuant to clause (c) of Section 8.5; and minus (iii) the
aggregate amount of all prepayments of Subordinated Debt made after the Closing Date by applying a portion of the Equity Contribution Basket pursuant to clause (c) of Section 8.6; and minus (iv) the aggregate
amount of all prepayments of the Loans made after the Closing Date pursuant to clause (e) of Section 2.8 in connection with proceeds of Specified Equity Contributions. 

“Equity Issuance” means any issuance by any Group Member of any equity interest, including pursuant to the exercise of
options or warrants or pursuant to the conversion of any debt to equity. 
 “ERISA” means the United States
Employee Retirement Income Security Act of 1974, as amended from time to time. 
 “ERISA Affiliate” means,
collectively, any Group Member, and any trade or business (whether or not incorporated) treated as a single employer with any Group Member within the meaning of Section 414(b), (c), (m) or (o) of the Code. 

“ERISA Event” means the occurrence of any of the following: (a) a reportable event described in
Section 4043(b) of ERISA (or, unless the 30-day notice requirement has been duly waived under the applicable regulations, Section 4043(c) of ERISA) with respect to a Title IV Plan, (b) the incurrence by any Group Member of any
Liability with respect to the withdrawal of any ERISA Affiliate from a Title IV Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer, as defined in Section 4001(a)(2) of ERISA, (c) the
incurrence by any Group Member of any Liability with respect to the complete or partial withdrawal of any ERISA Affiliate from any Multiemployer Plan, (d) the incurrence by any Group Member of any Liability with respect to the termination of a
Title IV Plan or Multiemployer Plan, (e) any failure by any Title IV Plan to satisfy the minimum funding standard (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Title IV Plan, whether or not
waived (f) the receipt by any Group Member or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Title IV Plan or to appoint a trustee to administer any Title IV Plan, (g) the
failure of any ERISA Affiliate to make any required contribution to any Title IV Plan or Multiemployer Plan when due, (h) the imposition of a lien under Section 302 or 4068 of ERISA on any property (or rights to property, whether real or
personal) of any ERISA Affiliate, (i) the failure of a Benefit Plan (other than a Multiemployer Plan) or any trust thereunder intended to qualify for tax exempt status under Section 401 or 501 of the Code to qualify thereunder, except
where such failure would not have a Material Adverse Effect, and (j) the receipt by 

  
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any Group Member or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from any Group Member or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal
Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA. 
 “E-Signature” means the process of attaching to or logically associating with an Electronic Transmission an electronic symbol, encryption, digital signature or process (including the name
or an abbreviation of the name of the party transmitting the Electronic Transmission) with the intent to sign, authenticate or accept such Electronic Transmission. 
 “E-System” means any electronic system, including SyndtrakTM and any other Internet or extranet-based site, whether such electronic system is owned, operated or hosted by the
Administrative Agent, any of its Related Persons or any other Person, providing for access to data protected by passcodes or other security system. 
 “Eurodollar Base Rate” means, for any Interest Period, the highest of: 
 (a) the rate per annum equal to the rate determined by the Administrative Agent to be the offered rate that appears on the page of the LIBOR01 screen (or any successor thereto) that displays an average
British Bankers Association Interest Settlement Rate for deposits in Dollars (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period, determined as of approximately 11:00 a.m. (London time) two
(2) Business Days prior to the first day of such Interest Period, or 
 (b) if the rates referenced in the preceding
subsection (a) are not available, the rate per annum determined by the Administrative Agent as the rate of interest (rounded upward to the next 1/100th of 1%) at which deposits in Dollars for delivery on the first day of such Interest Period in
same day funds in the approximate amount of the relevant Loan being made, continued or converted and with a term equivalent to such Interest Period would be offered by the Administrative Agent’s London Branch to major banks in the offshore
Dollar market at their request at approximately 11:00 a.m. (London time) two (2) Business Days prior to the first day of such Interest Period. 
 “Eurodollar Rate” means, for any Interest Period with respect to any Eurodollar currency Rate Loan, the highest of: 

(a) 1.75% per annum, 
 (b) the rate per annum equal to the rate determined by the Administrative Agent to be the offered rate that appears on the page of the LIBOR01 screen (or any successor thereto) that displays an average
British Bankers Association Interest Settlement Rate for deposits in Dollars (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period, determined as of approximately 11:00 a.m. (London time) two
(2) Business Days prior to the first day of such Interest Period, or 
 (c) if the rates referenced in the preceding
subsection (b) are not available, the rate per annum determined by the Administrative Agent as the rate of interest (rounded upward to the next 1/100th of 1%) at which deposits in Dollars for delivery on the first day of such Interest Period in
same day funds in the approximate amount of the Eurodollar Rate Loan being made, continued or converted by the Administrative Agent and with a term equivalent to such Interest Period would be offered by the Administrative Agent’s London Branch
to major banks in the offshore Dollar market at their request at approximately 11:00 a.m. (London time) two (2) Business Days prior to the first day of such Interest Period. 

  
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 “Eurodollar Rate Loan” means any Loan that bears interest at a rate based
on the Eurodollar Rate. 
 “Eurodollar Reserve Requirements” means, with respect to any Interest Period and for
any Eurodollar Rate Loan, a rate per annum equal to the aggregate, without duplication, of the maximum rates (expressed as a decimal number) of reserve requirements in effect 2 Business Days prior to the first day of such Interest Period (including
basic, supplemental, marginal and emergency reserves) under any regulations of the Federal Reserve Board or other Governmental Authority having jurisdiction with respect thereto dealing with reserve requirements prescribed for eurocurrency funding
(currently referred to as “eurocurrency liabilities” in Regulation D of the Federal Reserve Board) maintained by a member bank of the United States Federal Reserve System. 

“Event of Default” has the meaning specified in Section 9.1. 

“Excess Cash Flow” means, for any Excess Cash Flow Period: 

(a) Consolidated EBITDA of Borrower for such Excess Cash Flow Period; minus  

(b) without duplication, 
 (i) any mandatory cash principal payment on the Loans during such Excess Cash Flow Period (in the case of payment in respect of Revolving Loans, to the extent that the Revolving Credit Commitments are
permanently reduced by the amount of such payment) other than any mandatory prepayment required pursuant to Section 2.8(a) because of the existence of Excess Cash Flow, 

(ii) any cash principal payment, whether scheduled or otherwise, and whether mandatory or voluntary, made by the Borrower or any of its
Subsidiaries during such Excess Cash Flow Period on any Capitalized Lease Obligation or other Indebtedness (other than with respect to voluntary payments, the Term Loans, any Subordinated Debt and any unsecured Indebtedness) but only, if such
Indebtedness may be reborrowed, to the extent such payment results in a permanent reduction in commitments thereof, 
 (iii)
Capital Expenditures by the Borrower and the Subsidiaries on a Consolidated basis during such Excess Cash Flow Period that are paid in cash to the extent permitted hereunder to the extent not financed with the proceeds of Indebtedness other than
Revolving Loans, 
 (iv) the aggregate consideration paid in cash during such Excess Cash Flow Period in respect of Permitted
Acquisitions and other Investments permitted hereunder to the extent not financed with the proceeds of Indebtedness other than Revolving Loans (less any amounts received in respect thereof as a return of capital or utilizing the Equity Contribution
Basket), 
 (v) Capital Expenditures that the Borrower or any Subsidiary becomes obligated to make, or that are committed to be
made by the Borrower or any Subsidiary, during such Excess Cash Flow Period and that are paid in cash, to the extent permitted hereunder and to the extent not financed with the proceeds of Indebtedness other than Revolving Loans, during the 180 day
period immediately following the last day of such Excess Cash Flow Period in an aggregate amount not to exceed $5,000,000 for any Excess Cash Flow Period, 

  
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 (vi) the Consolidated Interest Expense of Borrower for such Excess Cash Flow Period to the
extent paid in cash, 
 (vii) the amount of any obligations for United States federal income taxes or other taxes measured by
net income payable with respect to such period, 
 (viii) cash expenditures made in respect of Hedging Agreements during such
Excess Cash Flow Period, to the extent not reflected in the computation of Consolidated EBITDA, 
 (ix) solely to the extent
paid with internally generated cash, dividends or distributions or repurchases of its Stock permitted under this Agreement and paid in cash by the Borrower during such Excess Cash Flow Period, and dividends permitted under this Agreement and paid by
any Subsidiary to any Person other than Parent, the Borrower or any of the Subsidiaries during such Excess Cash Flow Period, in each case pursuant to Section 8.5, other than pursuant to clause (c) of Section 8.5,

 (x) amounts paid in cash during such Excess Cash Flow Period on account of (A) items that were accounted for as noncash
reductions of Consolidated Net Income that increased Consolidated EBITDA and were included in Excess Cash Flow of the Borrower and its Subsidiaries in a prior Excess Cash Flow Period, and (B) reserves or accruals established in purchase
accounting, 
 (xi) noncash items (A) that increased Consolidated Net Income, but were not deducted from Consolidated
EBITDA pursuant to clause (b) of the definition of “Consolidated EBITDA”, for such Excess Cash Flow Period (excluding any such items which represent the reversal of any accrual of, or cash reserve for, anticipated cash charges in any
prior period) and (B) in respect of which cash will be received in a future Cash Flow Period, 
 (xii) [reserved], and

 (xiii) any increase in the Working Capital of Borrower during such period (measured as the excess of such Working Capital at
the end of such period over such Working Capital at the beginning of such period); plus  
 (c) without duplication,

 (i) to the extent included in the calculation of Consolidated EBITDA pursuant to clause (a)(i) of the definition
thereof, any provision for United States federal income taxes or other taxes measured by net income, 
 (ii) [reserved],

 (iii) amounts deducted from the calculation of “Excess Cash Flow” for the immediately preceding Excess Cash Flow
Period pursuant to clause (b)(v) above, 
 (iv) cash payments received in respect of Hedging Agreements during such
Excess Cash Flow Period to the extent not included in the computation of Consolidated EBITDA, 
 (v) any decrease in the
Working Capital of Borrower during such Excess Cash Flow Period (measured as the excess of such Working Capital at the beginning of such Excess Cash Flow Period over such Working Capital at the end thereof), and 

  
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 (vi) amounts received in cash during such Excess Cash Flow Period on account of items that
were accounted for as noncash items that reduced Excess Cash Flow in a prior Excess Cash Flow Period. 
 “Excess Cash
Flow Period” means each Fiscal Year of the Borrower commencing with Fiscal Year 2011. 
 “Executive
Order” has the meaning specified in Section 4.19. 
 “Facilities” means (a) the Term
Loan Facility and (b) the Revolving Credit Facility. 
 “Family Members” shall mean an individual’s
spouse, siblings, children, or other lineal descendants of such individual. 
 “Federal Flood Insurance” means
federally backed Flood Insurance available under the National Flood Insurance Program to owners of real property improvements located in special flood hazard areas in a community participating in the National Flood Insurance Program. 

“Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight
federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers on such day, as published by the Federal Reserve Bank on the Business Day next succeeding such day; provided that (a) if such day is
not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day and (b) if no such rate is so published on such next
succeeding Business Day, the Federal Funds Rate for such day shall be the average rate charged to the Administrative Agent on such day on such transactions as determined by the Administrative Agent. 

“Federal Reserve Board” means the Board of Governors of the United States Federal Reserve System and any successor
thereto. 
 “Fee Letter” means any fee letter evidencing the obligations to pay any fee payable pursuant to
Section 2.11(c). 
 “FEMA” means the Federal Emergency Management Agency, a component of the U.S.
Department of Homeland Security that administers the National Flood Insurance Program. 
 “Financial Performance
Covenants” means the covenants of the Borrower set forth in Sections 5.1, 5.2 and 5.3. 

“Financial Statement” means each financial statement delivered pursuant to Section 4.4 or 6.1.

 “FIRREA” means the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended.

 “Fiscal Quarter” means each 3 fiscal month period ending on or about April 30, July 31 or
October 31 or on the Saturday closest to January 31. 
 “Fiscal Year” means the twelve fiscal month
period ending on the Saturday closest to January 31. 
 “Flood Insurance” means, for any real property
located in a special flood hazard area identified by FEMA, Federal Flood Insurance or private insurance that meets the requirements set forth by FEMA in its Mandatory Purchase of Flood Insurance Guidelines. 

  
 17 









 “Foreign Subsidiary” means any Subsidiary that is incorporated or organized
under the laws of any jurisdiction other than the United States of America, any State thereof or the District of Columbia. 

“Fund” means, collectively, CCMP Capital Investors II, L.P., CCMP Capital Investors (Cayman) II, L.P. and other
affiliated co-investment partnerships. 
 “Fund Affiliate” means (i) each Affiliate of the Fund and
(ii) any individual who is a partner or employee of the management companies with respect to the Fund. 

“GAAP” means generally accepted accounting principles in the United States of America, as in effect from time to time,
set forth in the FASB Accounting Standards Codification as of the date of determination. Subject to Section 1.3, all references to “GAAP” shall be to GAAP applied consistently with the principles used in the preparation
of the Financial Statements described in Section 4.4(a). 
 “Governmental Authority” means any
nation, sovereign or government, any state or other political subdivision thereof, any agency, authority, bureau, commission, department, body, or instrumentality thereof and any entity or authority exercising executive, legislative, taxing,
judicial, regulatory or administrative functions of or pertaining to government, including any central bank, stock exchange, regulatory body, arbitrator, public sector entity, supra-national entity (including the European Union and the European
Central Bank) and any self-regulatory organization (including the National Association of Insurance Commissioners). 

“Group Members” means, collectively, the Borrower and its Subsidiaries. 

“Group Members’ Accountants” means any nationally-recognized independent registered certified public accountants
acceptable to the Arrangers. 
 “Guarantor” means (i) Parent, (ii) the Borrower, (iii) each
Wholly Owned Subsidiary of the Borrower on the Closing Date that is not a Foreign Subsidiary and (iv) each Subsidiary of any Loan Party that has or enters into any Guaranty Obligation with respect to Obligations of Parent or any other Loan
Party. 
 “Guaranty and Security Agreement” means a guaranty and security agreement, in substantially the form
of Exhibit 1.1(3), among the Collateral Agent, the Administrative Agent, the Borrower and the Guarantors from time to time party thereto. 
 “Guaranty Obligation” means, as applied to any Person, any direct or indirect liability, contingent or otherwise, of such Person for any Indebtedness, lease, dividend or other obligation
(the “primary obligation”) of another Person (the “primary obligor”), if the purpose or intent of such Person in incurring such liability, or the economic effect thereof, is to guarantee such primary obligation or
provide support, assurance or comfort to the holder of such primary obligation or to protect or indemnify such holder against loss with respect to such primary obligation, including (a) the direct or indirect guaranty, endorsement (other than
for collection or deposit in the ordinary course of business), co-making, discounting with recourse or sale with recourse by such Person of any primary obligation, (b) the incurrence of reimbursement obligations with respect to any letter of
credit or bank guarantee in support of any primary obligation, (c) the existence of any Lien, or any right, contingent or otherwise, to receive a Lien, on the property of such Person securing any part of any primary obligation and (d) any
liability of such Person for a primary obligation through any Contractual Obligation (contingent or otherwise) or other arrangement (i) to purchase, repurchase or otherwise acquire such primary obligation or any security therefor or to provide
funds for the payment or discharge of such primary obligation (whether in 

  
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the form of a loan, advance, stock purchase, capital contribution or otherwise), (ii) to maintain the solvency, working capital, equity capital or any balance sheet item, level of income or
cash flow, liquidity or financial condition of any primary obligor to pay such primary obligation, (iii) to make take-or-pay or similar payments, if required, regardless of non-performance by any other party to any Contractual Obligation,
(iv) to purchase, sell or lease (as lessor or lessee) any property, or to purchase or sell services, primarily for the purpose of enabling the primary obligor to satisfy such primary obligation or to protect the holder of such primary
obligation against loss or (v) to supply funds to or in any other manner invest in, such primary obligor (including to pay for property or services irrespective of whether such property is received or such services are rendered);
provided, that “Guaranty Obligations” shall not include (x) endorsements for collection or deposit in the ordinary course of business, (y) product warranties given in the ordinary course of business, or
(z) customary and reasonable indemnity obligations in effect on the Closing Date or entered into in connection with any acquisition or disposition of assets permitted under this Agreement. The outstanding amount of any Guaranty Obligation shall
equal the outstanding amount of the primary obligation so guaranteed or otherwise supported or, if lower, the stated maximum amount for which such Person may be liable under such Guaranty Obligation. 

“Hazardous Material” means any chemical, substance, material, waste pollutant, contaminant or constituent in any form,
including petroleum or any fraction thereof, asbestos and asbestos-containing material, toxic mold, polychlorinated biphenyls, radioactive substances, or infectious, bio-hazardous or other medical waste, regulated or which can give rise to liability
under any Environmental Law. 
 “Hedging Agreement” means any Interest Rate Contract, foreign exchange, swap,
option or forward contract, spot, cap, floor or collar transaction, any other derivative instrument and any other similar speculative or non-speculative transaction and any other similar agreement or arrangement designed to alter the risks of any
Person arising from fluctuations in any underlying variable; 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
Parent, any direct or indirect parent of Parent, the Borrower or any of the Subsidiaries shall be a Hedging Agreement. 

“Immaterial Subsidiary” means, at any time, a Subsidiary of the Borrower that has total assets that are, together with
the total assets of all other Immaterial Subsidiaries in the aggregate, less than the greater of (a) $7.5 million and (b) an amount equal to (i) $7.5 million multiplied by (ii) the ratio of (x) the amount of
Consolidated Total Assets as of the end of the Fiscal Quarter immediately prior to the date of determination for which financial statements have been delivered pursuant to Section 6.1 to (y) the amount of Consolidated Total Assets
as of October 31, 2010. 
 “Indebtedness” of any Person means, without duplication, any of the following,
whether or not matured: (a) all indebtedness for borrowed money; (b) all obligations evidenced by notes, bonds, debentures or similar instruments, (c) the principal component of all obligations with respect to (i) letters of
credit, bank guarantees or bankers’ acceptances, or (ii) surety, customs, reclamation or performance bonds (in each case not related to judgments or litigation) other than those entered into in the ordinary course of business, (d) all
obligations to pay the deferred purchase price of property or services (other than current trade liabilities and current intercompany liabilities (but not any refinancings, extensions, renewals or replacements thereof) incurred in the ordinary
course of business and maturing within 180 days after the incurrence thereof), (e) all obligations created or arising under any conditional sale or other title retention agreement, regardless of whether the rights and remedies of the seller or
lender under such agreement in the event of default are limited to repossession or sale of such property, (f) all Capitalized Lease Obligations, (g) all obligations (other than, for the avoidance of doubt, with respect to the Dividend),
whether or not contingent, to purchase, redeem, retire, defease or otherwise acquire for value, or pay any dividends or other amounts with respect to, or converted into or exchange for Indebtedness, any of its own Stock or Stock Equivalents (or any
Stock or Stock Equivalent of a direct or indirect parent 

  
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entity thereof) prior to the date that is 180 days after the Scheduled Maturity Date, valued at, in the case of redeemable preferred Stock, the greater of the voluntary liquidation preference and
the involuntary liquidation preference of such Stock plus accrued and unpaid dividends, (h) to the extent not already included in Indebtedness, all payments that are then required to be made (but have not been previously made) in respect of any
Hedging Agreement based upon a termination (including an early termination) occurring on or prior to the date of determination, (i) all Indebtedness secured by any Lien on any property or asset owned or held by such Person regardless of whether
the Indebtedness secured thereby shall have been assumed by that Person or is nonrecourse to the credit of such Person and (j) all Guaranty Obligations for obligations of any other Person constituting Indebtedness of such other Person;
provided, that the items in each of clauses (a) through (j) above shall constitute “Indebtedness” of such Person solely to the extent, directly or indirectly, (x) such Person is liable, directly
or indirectly, for any part of any such item, (y) any such item is secured by a Lien on such Person’s property or (z) any other Person has a right, contingent or otherwise, to cause such Person to become liable for any part of such
item or to grant such a Lien (the amount of such Indebtedness attributable to such Person to be actual amount of such Indebtedness or, if such Indebtedness is non-recourse as to such Person, the lesser of the amount of such Indebtedness or the fair
market value of the property securing such Indebtedness). 
 “Indemnified Matters” has the meaning specified in
Section 11.4(a). 
 “Indemnitee” has the meaning specified in Section 11.4(a).

 “Information” has the meaning specified in Section 11.13. 

“Intellectual Property” means all rights, title and interests in or relating to intellectual property and industrial
property arising under any Requirement of Law and all IP Ancillary Rights relating thereto, including all Copyrights, Patents, Trademarks, Internet Domain Names, Trade Secrets and IP Licenses. 

“Interest Period” means, (a) with respect to any Eurodollar Rate Loan, the period commencing on the date such
Eurodollar Rate Loan is made or converted to a Eurodollar Rate Loan or, if such Loan is continued, on the last day of the immediately preceding Interest Period therefor and, in each case, ending 1, 2, 3, or 6 months thereafter (or 9 or 12 months, if
at the time of the relevant Eurodollar Rate Loan, all relevant Lenders provide written consent thereto), as selected by the Borrower pursuant hereto, and (b) with respect to any Secured Hedging Reimbursement Obligation, the period commencing on
the date such Secured Hedging Reimbursement Obligation first becomes outstanding or, for all successive Interest Periods, on the last day of the immediately preceding Interest Period therefor and, in each case, ending 1 month thereafter;
provided, that (v) if any Interest Period would otherwise end on a day that is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day, unless the result of such extension would be to extend such
Interest Period into the next calendar month, in which case such Interest Period shall end on the immediately preceding Business Day, (w) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there
is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of a calendar month, (x) the Borrower may not select any Interest Period (A) in the case of Revolving Loans,
ending after the Scheduled Revolving Credit Termination Date, and (B) in the case of Term Loans, ending after the Term Loan Maturity Date, (y) the Borrower may not select any Interest Period in respect of Loans having an aggregate
principal amount of less than $1,000,000 and (z) there shall be outstanding at any one time no more than 10 Interest Periods. 
 “Interest Rate Contracts” means all interest rate swap agreements, interest rate cap agreements, interest rate collar agreements and interest rate insurance. 

  
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 “Internet Domain Names” means all rights, title and interests (and all
related IP Ancillary Rights) arising under any Requirement of Law in or relating to Internet domain names. 

“Investment” means, with respect to any Person, directly or indirectly, (a) to own, purchase or otherwise acquire,
in each case whether beneficially or otherwise, any investment in, including any interest in, any Security of any other Person (other than any evidence of any Obligation), (b) to redeem, retire, purchase, acquire for value from any Person any
Stock of such Person, (c) to purchase or otherwise acquire, whether in one transaction or in a series of transactions, all or a significant part of the property of any other Person or a business conducted by any other Person or all or
substantially all of the assets constituting the business of a division, branch, brand or other unit operation of any other Person, (d) to incur, or to remain liable under, any Guaranty Obligation for Indebtedness of any other Person, to assume
the Indebtedness of any other Person or to make, hold, purchase or otherwise acquire, in each case directly or indirectly, any deposit, loan, advance, commitment to lend or advance, or other extension of credit (including by deferring or extending
the date of, in each case outside the ordinary course of business, the payment of the purchase price for Sales of property or services to any other Person, to the extent such payment obligation constitutes Indebtedness of such other Person),
excluding deposits with financial institutions available for withdrawal on demand, prepaid expenses, accounts receivable and similar items created in the ordinary course of business or (e) to make, directly or indirectly, any contribution to
the capital of any other Person. 
 “IP Ancillary Rights” means, with respect to any other Intellectual
Property, as applicable, all foreign counterparts to, and all divisionals, reversions, continuations, continuations-in-part, reissues, reexaminations, renewals and extensions of, such Intellectual Property and all income, royalties, proceeds and
Liabilities at any time due or payable or asserted under or with respect to any of the foregoing or otherwise with respect to such Intellectual Property, including all rights to sue or recover at law or in equity for any past, present or future
infringement, misappropriation, dilution, violation or other impairment thereof, and, in each case, all rights to obtain any other IP Ancillary Right. 
 “IP License” means all Contractual Obligations (and all related IP Ancillary Rights), whether written or oral, granting any right title and interest in or relating to any Intellectual
Property. 
 “IRS” means the Internal Revenue Service of the United States and any successor thereto.

 “Issue” means, with respect to any Letter of Credit, to issue, extend the expiration date of, renew
(including by failure to object to any automatic renewal on the last day such objection is permitted), increase the face amount of, or reduce or eliminate any scheduled decrease in the face amount of, such Letter of Credit, or to cause any Person to
do any of the foregoing. The terms “Issued” and “Issuance” have correlative meanings. 

“Joint Venture” means a single-purpose corporation, partnership, limited liability company, joint venture, or other
legal arrangement (whether created by contract or conducted through a separate legal entity) now or hereafter formed by the Borrower or any of its Subsidiaries with another Person in order to conduct a common venture or enterprise with such Person.

 “Junior Capital” means any Qualified Capital Stock of Parent and any Junior Indebtedness. 

“Junior Indebtedness” means Indebtedness of Parent that (a) is unsecured, (b) is expressly subordinated to the
prior payment in full in cash of the Obligations (and the related Guarantees) on terms reasonably satisfactory to the Administrative Agent, (c) provides that interest in respect of such Indebtedness is payable in kind or, at the option of the
holder of such Indebtedness, in cash or Cash Equivalents, (d) has a final maturity date that is not earlier than the date that is 180 days after the Term 

  
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Loan Maturity Date and has no scheduled payments of principal thereon (including pursuant to a sinking fund obligation) or mandatory redemption obligations prior to such final maturity date, and
(e) is not subject to covenants, events of default and remedies that are less favorable to the Borrower, as the case may be, than the terms of the Senior Debt as reasonably determined by the Administrative Agent. 

“L/C Cash Collateral Account” means any Cash Collateral Account (a) specifically designated as such by the Borrower
in a notice to the Administrative Agent and (b) from and after the effectiveness of such notice, not containing any funds other than those required under the Loan Documents to be placed therein. 

“L/C Issuer” means (a) Royal Bank or any of its Subsidiaries or Affiliates and (b) each Person that hereafter
becomes an L/C Issuer with the approval of, and pursuant to an agreement with and in form and substance satisfactory to, the Administrative Agent and the Borrower, in each case in their capacity as an L/C Issuer hereunder and together with their
successors. 
 “L/C Obligations” means, for any Letter of Credit at any time, the sum of (a) the L/C
Reimbursement Obligations at such time for such Letter of Credit and (b) the aggregate maximum undrawn face amount of such Letter of Credit outstanding at such time. 
 “L/C Reimbursement Agreement” has the meaning specified in Section 2.4(a). 
 “L/C Reimbursement Date” has the meaning specified in Section 2.4(e). 
 “L/C Reimbursement Obligation” means, for any Letter of Credit, the obligation of the Borrower to the L/C Issuer thereof, as and when matured, to pay all amounts drawn under such Letter
of Credit. 
 “L/C Request” has the meaning specified in Section 2.4(b). 

“L/C Sublimit” means $2,000,000. 
 “Lender” means, collectively, any financial institution or other Person that (a) is listed on the signature pages hereof as a “Lender” or (b) from time to time
becomes a party hereto by execution of an Assignment, in each case together with its successors. 
 “Lender Insolvency
Event” means that (i) a Lender or its Parent Company is determined or adjudicated to be insolvent by a Governmental Authority, or is generally unable to pay its debts as they become due, or admits in writing its inability to pay its
debts as they become due, or makes a general assignment for the benefit of its creditors, or (ii) such Lender or its Parent Company is the subject of a bankruptcy, insolvency, reorganization, liquidation or similar proceeding, or a receiver,
trustee, conservator, intervenor or sequestrator or the like has been appointed for such Lender or its Parent Company, or such Lender or its Parent Company has taken any action indicating its consent to or acquiescence in any such proceeding or
appointment. 
 “Lender Party” means any Lender or the L/C Issuer. 

“Lender Party Appointment Period” has the meaning assigned in Section 10.7(a). 

“Letter of Credit” means any letter of credit Issued pursuant to Section 2.4. 

“Liabilities” means all claims, actions, suits, judgments, damages, losses, liability, obligations, responsibilities,
fines, penalties, sanctions, costs, fees, taxes, commissions, charges, disbursements and 

  
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expenses, in each case of any kind or nature (including interest accrued thereon or as a result thereto and fees, charges and disbursements of financial, legal and other advisors and
consultants), whether joint or several, whether or not indirect, contingent, consequential, actual, punitive, treble or otherwise. 
 “Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien, hypothecation, assignment, easement, pledge, encumbrance, charge or security interest in or on such
asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, Capital Lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such
asset, and (c) in the case of securities (other than securities representing an interest in a Joint Venture that is not a Subsidiary), any purchase option, call or similar right of a third party with respect to such securities to the extent
that any such right is intended to have an effect equivalent to that of a security interest in such securities. 

“Loan” means any loan made or deemed made by any Lender hereunder. 

“Loan Documents” means, collectively, this Agreement, any Notes, the Guaranty and Security Agreement, any intellectual
property security agreements, the Mortgages, the Fee Letter, the L/C Reimbursement Agreements, the Secured Hedging Documents, the Secured Cash Management Agreements, and, when executed, each document executed by a Loan Party and delivered to the
Administrative Agent, the Collateral Agent, any Lender or any L/C Issuer in connection with or pursuant to any of the foregoing or the Obligations, together with any modification of any term, or any waiver with respect to, any of the foregoing.

 “Loan Party” means the Borrower and each Guarantor. 

“Management Group” means the group consisting of (i) the directors, executive officers and other management
personnel of the Borrower, Parent, any direct or indirect parent of Parent and their Subsidiaries, as the case may be, on the Closing Date, (ii) any new directors whose election by such boards of directors or whose nomination for election by
the shareholders of the Borrower, Parent or any direct or indirect parent of Parent, as the case may be, was approved by a vote of a majority of the directors of the Borrower, Parent or any direct or indirect parent of Parent, as the case may be,
then still in office who were either directors on the Closing Date or whose election or nomination was previously so approved, (iii) executive officers and other management personnel of the Borrower, Parent, any direct or indirect parent of
Parent and their Subsidiaries, as the case may be, hired at a time when the directors on the Closing Date together with the directors so approved constituted a majority of the directors of the Borrower, Parent or any direct or indirect parent of
Parent, as the case may be and (iv) any Family Member of any Person described in the foregoing clauses (i), (ii) and (iii) (or a Family Member of any such Person’s spouse, parent or sibling), a company, partnership or a trust
established for the benefit of any of the foregoing or any personal representative, estate or executor under any will of any such Family Member or pursuant to the laws of intestate succession. 

“Material Adverse Effect” means (a) a material adverse effect on the condition (financial or otherwise), business,
operations or property of the Group Members, taken as a whole, (b) material impairment of the ability of any of the Loan Parties to timely perform its or their obligations under any Loan Document, or (c) material impairment of the
legality, binding effect, validity or enforceability of any Loan Document or the rights and remedies of the Administrative Agent, the Collateral Agent, the Lenders and/or the other Secured Parties under any Loan Document. 

“Maximum Lawful Rate” has the meaning specified in Section 2.9(d). 

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

  
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 “Mortgage” means any mortgage, deed of trust or other document executed or
required herein to be executed by any Loan Party and granting a security interest over owned real property in favor of the Collateral Agent as security for the Obligations, in form and substance reasonably satisfactory to the Collateral Agent.

 “Mortgage Supporting Documents” means, with respect to any Mortgage for a parcel of owned real property,
each document (including title policies or marked-up unconditional insurance binders, in such amounts and containing such endorsements (if available) as shall be reasonably required by the Administrative Agent, ALTA as-built surveys (in form and as
to date that is sufficiently acceptable to the title insurer issuing title insurance to the Collateral Agent for such title insurer to deliver such endorsements (if available) and removing all survey exceptions to such title insurance as reasonably
requested by the Administrative Agent), environmental assessments and reports, life of loan flood hazard determinations (with notice to Borrower), certificates, opinions, required consents, approvals or other instrument or document necessary to
consummate the transaction, all in form and substance reasonably acceptable to the Administrative Agent, and evidence regarding recording and payment of fees, insurance premium and taxes) that the Administrative Agent may reasonably request, to
create, register, perfect, maintain, evidence the existence, substance, form or validity of or enforce a valid lien on such parcel of owned real property in favor of the Collateral Agent for the benefit of the Secured Parties, subject only to
Customary Permitted Liens and such other Liens as the Administrative Agent and the Collateral Agent may approve. 

“Multiemployer Plan” means any multiemployer plan, as defined in Section 400l(a)(3) of ERISA, to which any ERISA
Affiliate incurs or otherwise has any obligation or liability, contingent or otherwise. 
 “National Flood Insurance
Program” means the program created by the U.S. Congress pursuant to the National Flood Insurance Act of 1968 and the Flood Disaster Protection Act of 1973, as revised by the National Flood Insurance Reform Act of 1994, that mandates the
purchase of flood insurance to cover real property improvements located in special flood hazard areas in participating communities and provides protection to property owners through a Federal insurance program. 

“Net Cash Proceeds” means proceeds actually received in cash by any Group Member from (a) any Sale of, or Property
Loss Event with respect to, property, including Stock held by it, or any issuance of shares of its own Stock, net of (i) attorneys’ fees, accountants’ fees, investment banking fees, survey costs, title insurance premiums and related
search and recording charges, other customary expenses and brokerage, consultant and other customary fees actually incurred in connection therewith (excluding any such amounts paid to any Affiliate of the Borrower), (ii) taxes paid or
reasonably estimated to be payable as a result thereof, and (iii) any amount required to be paid or prepaid on Indebtedness (other than (x) the Obligations and (y) Indebtedness owing to any Group Member) secured by the property
subject thereto, or (b) any incurrence of Indebtedness, in each case net of all taxes and brokers’, advisors’ and investment banking fees and other customary out-of-pocket underwriting discounts, commissions and other customary
out-of-pocket cash costs, fees and expenses (excluding any such amounts paid to any Affiliate of the Borrower), in each case incurred in connection with such transaction; provided, that any such proceeds received by any Subsidiary of the
Borrower that is not a Wholly Owned Subsidiary of the Borrower shall constitute “Net Cash Proceeds” (x) only to the extent of the relative aggregate direct and indirect beneficial ownership interest of the Borrower in such
Subsidiary and (y) except to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary of such proceeds is not permitted at the time of the receipt of such proceeds by such Subsidiary by operation of
Requirement of Law applicable to such Subsidiary or any Permitted Payment Restriction that is then effective and was not implemented in contemplation of the receipt by such Subsidiary of such proceeds; it being understood that such proceeds shall
constitute Net Cash Proceeds upon the removal or non-effectiveness of such restriction; and provided, further, that (x) no proceeds realized in a single transaction or series of related


  
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transactions shall constitute Net Cash Proceeds unless such proceeds shall exceed $100,000 and (y) no proceeds shall constitute Net Cash Proceeds in any Fiscal Year until the aggregate
amount of all such proceeds in such Fiscal Year shall exceed $500,000. 
 “Net Income” means, with respect to
any Person, the net income (loss) of such Person, determined in accordance with GAAP. 
 “Non-Defaulting
Lender” means, at any time, a Lender that is not a Defaulting Lender. 
 “Non-Funding Lender” has the
meaning specified in Section 2.2(c). 
 “Non-U.S. Secured Party” means each Agent, each Lender,
each L/C Issuer, each SPV and each participant, in each case that is not a Domestic Person. 
 “Note” means a
promissory note of the Borrower, in substantially the form of Exhibit 2.14(e), payable to the order of a Lender in any Facility in a principal amount equal to the amount of such Lender’s Commitment under such Facility (or, in the case of
the Term Loan Facility, the aggregate initial principal amount of the Term Loans). 
 “Notice of Borrowing” has
the meaning specified in Section 2.2(a). 
 “Notice of Conversion or Continuation” has the meaning
specified in Section 2.10(b). 
 “Obligations” means, with respect to any Loan Party, all amounts,
obligations, liabilities, covenants and duties of every type and description owing by such Loan Party to any Agent, any Lender, the L/C Issuer, any Arranger, any other Indemnitee, any participant, any SPV, in the case of any Secured Hedging
Document, any Secured Hedging Counterparty therefor, or, in the case of any Secured Cash Management Agreement, any Cash Management Bank, in each case arising out of, under, or in connection with, any Loan Document, whether direct or indirect
(regardless of whether acquired by assignment), absolute or contingent, due or to become due, whether liquidated or not, now existing or hereafter arising and however acquired, and whether or not evidenced by any instrument or for the payment of
money, including (a) if such Loan Party is the Borrower, all Loans and L/C Obligations, (b) all interest, whether or not accruing after the filing of any petition in bankruptcy or after the commencement of any insolvency, reorganization or
similar proceeding, and whether or not a claim for post-filing or post-petition interest is allowed in any such proceeding, (c) Secured Hedging Reimbursement Obligations, (d) obligations under any Secured Cash Management Agreement, and
(e) all other fees, expenses (including fees, charges and disbursement of counsel), interest, commissions, charges, costs, disbursements, indemnities and reimbursement of amounts paid and other sums chargeable to such Loan Party under any Loan
Document (including those payable to the L/C Issuer as described in Section 2.11). 
 “Other Taxes”
has the meaning specified in Section 2.17(c). 
 “Parent” has the meaning specified in the preamble
to this Agreement. 
 “Parent Company” means, with respect to a Lender, the bank holding company (as defined in
Regulation Y of the Federal Reserve Board), if any, of such Lender. 
 “Patents” means all rights, title and
interests (and all related IP Ancillary Rights) arising under any Requirement of Law in or relating to letters patent and applications therefor. 

  
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 “Patriot Act” means the USA Patriot Act of 2001 (31 U.S.C. 5318 et seq.).

 “PBGC” means the United States Pension Benefit Guaranty Corporation and any successor thereto. 

“Perfection Certificate” means a certificate in the form of Exhibit 1.1(5) or any other form approved by the
Collateral Agent. 
 “Permit” means all permits, licenses, accreditations by Governmental Authority, franchises
and other consents and approvals required by any Government Authority to lawfully operate the Business (including any pending applications for such permits, licenses, authorizations, registrations, franchises, consents and approvals). 

“Permitted Acquisition” means any Proposed Acquisition satisfying each of the following conditions: (a) no Default
shall have occurred and be continuing or would result therefrom; (b) all transactions related thereto shall be consummated in accordance with applicable laws; (c) any acquired or newly formed Subsidiary shall not be liable for any
Indebtedness (except for Indebtedness permitted by Section 8.1); (d) the Administrative Agent shall have received reasonable advance notice of such Proposed Acquisition including a reasonably detailed description thereof at least 15
days prior to the consummation of such Proposed Acquisition (or such later date as may be agreed by the Administrative Agent) and on or prior to the date of such Proposed Acquisition, the Administrative Agent shall have received copies of the
acquisition agreement and related Contractual Obligations and other documents (including financial information and analysis, environmental assessments and reports, opinions, certificates and lien searches) and information, in each case to the extent
otherwise available and reasonably requested by the Administrative Agent; (e) after giving effect to such Proposed Acquisition, the Borrower shall be in compliance with the Financial Performance Covenants on a Pro Forma Basis as of the last day
of the last Fiscal Quarter for which Financial Statements have been delivered hereunder, and the Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer of the Borrower to such effect, together with all
relevant financial information for such Permitted Acquisition and (f) the Borrower shall satisfy its obligations under Section 7.10 with respect to the Proposed Acquisition Target and its Subsidiaries (and any assets acquired
therefrom). 
 “Permitted Cure Security” means Qualified Capital Stock of the Borrower upon which all dividends
or distributions (if any) shall, prior to 180 days after the Term Loan Maturity Date, be payable solely in additional shares of Qualified Capital Stock. 
 “Permitted Indebtedness” means any Indebtedness of any Group Member that is not prohibited by Section 8.1 or any other provision of any Loan Document. 

“Permitted Investment” means any Investment of any Group Member that is not prohibited by Section 8.3 or any
other provision of any Loan Document. 
 “Permitted Investors” means each of (i) the Fund and the Fund
Affiliates, and (ii) the Management Group. 
 “Permitted Lien” means any Lien on or with respect to the
property of any Group Member that is not prohibited by Section 8.2 or any other provision of any Loan Document. 

“Permitted Payment Restriction” means any consensual encumbrance or restriction (each, a “restriction”) on the
ability of any Subsidiary to pay dividends or make any other distributions on its equity interest to the Borrower or a Subsidiary, which restriction satisfies all of the following conditions: 


  
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(i) such restriction becomes effective only upon the occurrence of (x) specified events under its Constituent Documents or any joint venture or similar agreements or (y) an “event
of default” with respect to Indebtedness (as defined in the agreement governing such Indebtedness) that was incurred by such Subsidiary in compliance with Section 8.1 and (ii) such restriction would not materially impair the
Borrower’s ability to make scheduled payments of cash interest and to make required principal payments on the Loans, as determined in good faith by the Board of Directors of the Borrower whose determination shall be conclusive, provided
that the Borrower shall reasonably promptly notify the Administrative Agent and Lenders from time to time after any such determination is made. 
 “Permitted Refinancing” means Indebtedness constituting a refinancing, extension, renewal, or replacement of Permitted Indebtedness that (a) has an aggregate outstanding principal
amount (or accreted value, if applicable) not greater than the aggregate principal amount (or accreted value, if applicable) of such Permitted Indebtedness outstanding at the time of such refinancing or extension (plus unpaid accrued interest and
premium thereon and reasonable and customary underwriting discounts, fees, commissions, and expenses), (b) has a weighted average maturity (measured as of the date of such refinancing or extension) and maturity no shorter than that of such
Permitted Indebtedness, (c) is not secured by any property or any Lien other than those securing such Permitted Indebtedness or on terms less favorable to the Lenders than those of such Permitted Indebtedness, and (d) if the Permitted
Indebtedness being refinanced, extended, renewed, replaced, defeased or refunded is subordinated in right of payment to the Obligations under this Agreement, such Permitted Refinancing shall be subordinated in right of payment to such Obligations on
terms at least as favorable to the Lenders as those contained in the documentation governing the Permitted Indebtedness being refinanced, extended, renewed, replaced, defeased or refunded; provided, that, notwithstanding the foregoing,
(x) the terms of such Permitted Indebtedness may be modified as part of such Permitted Refinancing if such modification would have been permitted pursuant to Section 8.11 and (y) no Guaranty Obligation for such Indebtedness
shall constitute part of such Permitted Refinancing unless similar Guaranty Obligations with respect to such Permitted Indebtedness existed and constituted Permitted Indebtedness prior to such refinancing or extension. 

“Permitted Reinvestment” means, with respect to the Net Cash Proceeds of any Sale or Property Loss Event, to acquire (or
make Capital Expenditures to finance the acquisition, repair, improvement or construction of), to the extent otherwise permitted hereunder, any assets useful in the Business (including through a Permitted Investment or a Permitted Acquisition) or,
if such Property Loss Event involves loss or damage to property, to repair such loss or damage. 
 “Permitted Tax
Distributions” means, with respect to any taxable year (or portion thereof), dividends or distributions in amounts required for Parent or any direct or indirect parent of Parent, if applicable, to pay federal, state, local or foreign income
taxes (as the case may be) imposed directly on Parent or such parent to the extent such income taxes are attributable to the income of the Borrower and its subsidiaries (including, without limitation, by virtue of Parent or such parent being the
common parent of a consolidated or combined tax group of which the Borrower and/or its subsidiaries are members). 

“Person” means any individual, partnership, corporation (including a business trust and a public benefit corporation),
joint stock company, estate, association, firm, enterprise, trust, limited liability company, unincorporated association, joint venture and any other entity or Governmental Authority. 

“Pledged Notes” means any promissory note, in form and substance reasonably satisfactory to the Administrative Agent and
the Collateral Agent, issued to a Loan Party that is pledged to the Collateral Agent under the Guaranty and Security Agreement and is a “Pledged Debt Instrument” under the Guaranty and Security Agreement. 

  
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 “Prime Rate” means the rate of interest per annum announced by Royal Bank
from time to time as its prime commercial lending rate for United States Dollar loans in the United States for such day. The Prime Rate is not necessarily the lowest rate that Royal Bank is charging any corporate customer. 

“Pro Forma Basis” means, as to any Person, for any events as described below that occur subsequent to the commencement
of a period for which the financial effect of such events is being calculated, and giving effect to the events for which such calculation is being made, such calculation as will give pro forma effect to such events as if such events occurred on the
first day of the four consecutive Fiscal Quarter period ended on or before the occurrence of such event (the “Reference Period”): (i) in making any determination of Consolidated EBITDA, pro forma effect shall be given to any
asset disposition (other than dispositions of inventory) or any Permitted Acquisition involving consideration in excess of $1.0 million per transaction, or any discontinued operation (or any similar transaction or transactions that require a waiver
or consent of the Required Lenders pursuant to Section 8.3, 8.4 or 8.7), in each case that occurred during the Reference Period (or, in the case of determinations made pursuant to the definition of the term “Permitted
Acquisition” or Section 8.3(e)(iii), occurring during the Reference Period or thereafter and through and including the date upon which the respective Permitted Acquisition is consummated), (ii) in making any determination on a
Pro Forma Basis, (x) all Indebtedness (including Indebtedness incurred or assumed and for which the financial effect is being calculated, whether incurred under this Agreement or otherwise, but excluding normal fluctuations in revolving
Indebtedness incurred for working capital purposes not to finance any acquisition) incurred or permanently repaid during the Reference Period (or, in the case of determinations made pursuant to the definition of the term “Permitted
Acquisition” or Section 8.3(e)(iii), occurring during the Reference Period or thereafter and through and including the date upon which the respective Permitted Acquisition is consummated) shall be deemed to have been incurred or
repaid at the beginning of such period, and (y) Consolidated Interest Expense of such Person attributable to interest on any Indebtedness, for which pro forma effect is being given as provided in preceding clause (x), bearing floating interest
rates shall be computed on a pro forma basis as if the rates that would have been in effect during the period for which pro forma effect is being given had been actually in effect during such periods, and (iii) in making any determination on a
Pro Forma Basis, effect will be given to the Subsidiary Redesignation, if any, then being designated as well as any other Subsidiary Redesignation after the first day of the relevant Reference Period and on or prior to the date of the respective
Subsidiary Redesignation then being designated. 
 Pro forma calculations made pursuant to the definition of the term “Pro
Forma Basis” shall be determined in good faith by a Responsible Officer of the Borrower and, in respect of any asset disposition (other than dispositions of inventory) or any Permitted Acquisition involving consideration in excess of $1.0
million per transaction, or any discontinued operation (or any similar transaction or transactions that require a waiver or consent of the Required Lenders pursuant to Sections 8.3, 8.4 or 8.7), without duplication of the
amounts added back to Consolidated EBITDA pursuant to clause (a)(iv) of the definition thereof, for any fiscal period ending on or prior to (x) the first anniversary of the consummation of such asset acquisition, asset disposition or
other similar transaction, may include adjustments (estimated on a good faith basis by the Borrower) to reflect operating expense reductions, reductions in force and other synergies reasonably expected to result from such asset acquisition, asset
disposition or other similar transaction, for which substantially all of the steps necessary for the realization thereof have been taken or are reasonably anticipated by the Borrower to be taken in the next 12 month period following the consummation
thereof, to the extent that such adjustments would be permitted by Article 11 of Regulation S-X promulgated by the Securities and Exchange Commission and, without duplication of adjustments included pursuant to clause (x), (y) the date that is
nine months following the consummation of such asset acquisition, asset disposition or other similar transaction, may include adjustments (estimated on a good faith basis by the Borrower) to reflect operating expense reductions, reductions in force
and other synergies reasonably expected to result from such asset acquisition, asset disposition or other similar transaction, for which substantially all of the steps necessary for the realization thereof have


  
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been taken or are reasonably anticipated by the Borrower to be taken in the next 9-month period following the consummation thereof; provided that the aggregate amount of the adjustments
referred to in clauses (x) and (y) above shall not exceed 5% of Consolidated EBITDA for such period (as calculated on a Pro Forma Basis prior to giving effect to the addition of any amounts specified in clause (x) or (y) above).
On the date any such asset acquisition, asset disposition or other similar transaction is consummated, the Borrower shall deliver to the Administrative Agent a certificate of a Responsible Officer of the Borrower setting forth such demonstrable or
additional operating expense reductions and other operating improvements or synergies and information and calculations supporting them in reasonable detail, based on historical results accounted for in accordance with GAAP and, to the extent
applicable, reasonable assumptions that are specified in detail in the relevant Compliance Certificate, Financial Statement or other document provided to the Administrative Agent or any Lender in connection herewith. 

“Projections” means those financial projections, dated November 2010, covering the Fiscal Years ending in 2010 through
2013 and delivered to the Administrative Agent by the Borrower prior to the date hereof. 
 “Property Loss
Event” means, with respect to any property, any loss of or damage to such property or any taking of such property or condemnation thereof. 
 “Proposed Acquisition” means (a) any proposed acquisition that is consensual and approved by the board of directors or other similar governing body or Person(s) with regard to such
Proposed Acquisition Target, of all or substantially all of the assets or Stock of any Proposed Acquisition Target by the Borrower or any Subsidiary of the Borrower (or by Parent to the extent such assets and Stock are transferred to the Borrower or
any Subsidiary of the Borrower contemporaneously with such acquisition) or (b) any proposed merger of any Proposed Acquisition Target with or into the Borrower or any Subsidiary of the Borrower (and, in the case of a merger with the Borrower,
with the Borrower being the surviving entity). 
 “Proposed Acquisition Target” means any Person or any brand,
line of business, division, branch, operating division or other unit operation of any Person. 
 “Pro Rata
Outstandings” of any Lender at any time, means (a) in the case of the Term Loan Facility, the outstanding principal amount of the Term Loans owing to such Lender and (b) in the case of the Revolving Credit Facility, the sum of
(i) the outstanding principal amount of Revolving Loans owing to such Lender and (ii) the amount of the participation of such Lender in the L/C Obligations outstanding with respect to all Letters of Credit. 

“Pro Rata Share” means, with respect to any Lender and any Facility or Facilities at any time, the percentage obtained
by dividing (a) the sum of the Commitments (or, if such Commitments in any such Facility are terminated, the Pro Rata Outstandings therein) of such Lender then in effect under such Facilities by (b) the sum of the Commitments (or, if such
Commitments in any such Facility are terminated, the Pro Rata Outstandings therein) of all Lenders then in effect under such Facilities; provided, that, if there are no Commitments and no Pro Rata Outstandings in any of such Facilities, such
Lender’s Pro Rata Share in such Facilities shall be determined based on the Pro Rata Share in such Facilities most recently in effect, after giving effect to any subsequent assignment and any subsequent non-pro rata payments of any Lender
pursuant to Section 2.18. 
 “Purchase Money Indebtedness” means Indebtedness for the purchase
price or cost of construction, repair or improvement of any property. 

  
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 “Purchase Money Lien” means a Lien (x) existing on property at the
time of its acquisition, repair or construction by any Person, (y) created on property contemporaneously with its acquisition or within 120 days of the acquisition or completion of construction, repair or improvement thereof to secure the
purchase price or cost of construction, repair or improvement thereof, or (z) existing on property of another Person at the time such other Person is consolidated with or merged into such Person and not created in contemplation thereof;
provided, that such Lien shall attach solely to the property acquired, constructed, repaired or improved, and the principal amount of the Purchase Money Indebtedness secured by such Lien shall not exceed the purchase price of such property.

 “Qualified Capital Stock” means any Stock of any Person that does not by its terms (or by the terms of any
security into which it is convertible or for which it is exchangeable or exercisable) or upon the happening of any event (a) provide for scheduled payments of dividends in cash, (b) mature, require the repurchase thereof, become
mandatorily redeemable (other than pursuant to customary provisions relating to redemption upon a change of control or sale of assets) pursuant to a sinking fund obligation or otherwise or become redeemable at the option of the holder thereof, in
each case prior to the date that is 180 days after the Term Loan Maturity Date, (c) become convertible or exchangeable at the option of the holder thereof for Indebtedness or Stock that is not Qualified Capital Stock, or (d) contain any
maintenance covenants, other covenants adverse to the Lenders or remedies (other than voting rights and, subject to clause (a) above, increases in dividends). 
 “Qualified IPO” means an underwritten public offering of the equity interests of any direct or indirect parent of Parent or Parent that generates cash proceeds to such direct or indirect
parent of Parent or Parent, as the case may be, of at least $60,000,000. 
 “Reference Period” has the meaning
provided in the definition of Pro Forma Basis in this Section 1.1. 
 “Register” has the meaning
specified in Section 2.14(b). 
 “Reinvestment Prepayment Amount” means, with respect to any Net
Cash Proceeds on the Reinvestment Prepayment Date therefor, the amount of such Net Cash Proceeds. 
 “Reinvestment
Prepayment Date” means, with respect to any portion of any Net Cash Proceeds of any Sale or Property Loss Event, the earliest of (a) the 360th day after the completion of the portion of such Sale or Property Loss Event corresponding to
such Net Cash Proceeds, which date may be extended by not more than 180 days if a Contractual Obligation is entered into prior to such 360th day with any Person that is not an Affiliate of the Borrower relating to the reinvestment of such amount,
(b) the date that is 5 Business Days after the date on which the Borrower shall have notified the Administrative Agent of the Borrower’s determination not to make Permitted Reinvestments with such Net Cash Proceeds, (c) the occurrence
of any Event of Default set forth in Section 9.1(e)(ii) or any other Event of Default and notice from the Administrative Agent or the Required Lenders, and (d) the date that is 5 Business Days after the delivery of a notice by the
Administrative Agent or the Required Lenders to the Borrower during the continuance of any other Event of Default. 

“Related Person” means, with respect to any Person, each Affiliate of such Person and each director, officer, employee,
agent, partner, trustee, representative, attorney, accountant and each insurance, environmental, legal, financial and other advisor (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in
Article III) and other consultants and agents of or to such Person or any of its Affiliates, together with, if such Person is an Agent, each other Person or individual designated, nominated or otherwise mandated by or helping such Agent
pursuant to and in accordance with Section 10.5 or any comparable provision of any Loan Document. 

  
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 “Release” means any release, threatened release, spill, emission, leaking,
pumping, pouring, emitting, emptying, escape, injection, deposit, disposal, discharge, dispersal, dumping, leaching or migration of Hazardous Material into or through the Environment, or from, into or through any structure or facility (except for
any such structure or facility that is intended to contain or convey such Hazardous Material). 
 “Remedial
Action” means all actions required to (a) clean up, remove, treat or in any other way address any Hazardous Material in the indoor or outdoor Environment, (b) prevent or minimize any Release so that a Hazardous Material does not
migrate or endanger or threaten to endanger public health or welfare or the indoor or outdoor Environment or (c) perform pre remedial studies and investigations and post-remedial monitoring and care with respect to any Hazardous Material.

 “Required Lenders” means, at any time, Lenders having at such time in excess of 50% of the sum of the
aggregate Revolving Credit Commitments (or, if such Commitments are terminated, the Pro Rata Outstandings in the Revolving Credit Facility) and Term Loan Commitments (or, if such Commitments are terminated, the Pro Rata Outstandings in the Term Loan
Facility) then in effect. 
 “Required Revolving Credit Lenders” means, at any time, Lenders having at such
time in excess of 50% of the aggregate Revolving Credit Commitments (or, if such Commitments are terminated, the Pro Rata Outstandings in the Revolving Credit Facility) then in effect. 

“Required Term Loan Lenders” means, at any time, Lenders having at such time in excess of 50% of the aggregate Term Loan
Commitments (or, if such Commitments are terminated, the Pro Rata Outstandings in the Term Loan Facility) then in effect. 

“Requirements of Law” means, with respect to any Person, collectively, the common law and all federal, state, local,
foreign, multinational or international laws, statutes, codes, treaties, standards, rules and regulations, guidelines, ordinances, orders, judgments, writs, injunctions, decrees (including administrative or judicial precedents or authorities) and
the interpretation or administration thereof by, and other determinations, directives, requirements or requests of, any Governmental Authority, in each case whether or not having the force of law and that are applicable to or binding upon such
Person or any of its property or to which such Person or any of its property is subject. 
 “Responsible
Officer” means, with respect to any Person, any of the president, chief executive officer, chief financial officer, treasurer, assistant treasurer, controller, managing member or general partner of such Person but, in any event, with
respect to financial matters, any such officer that is responsible for preparing the Financial Statements delivered hereunder and, with respect to the Corporate Chart and other documents delivered pursuant to Section 6.1(d), documents
delivered on the Closing Date and documents delivered pursuant to Section 7.10, the secretary or assistant secretary of such Person or any other officer responsible for maintaining the corporate and similar records of such Person.

 “Restricted Payment” means (a) any dividend, return of capital, distribution or any other payment,
whether direct or indirect (including through the use of Hedging Agreements, the making, repayment, cancellation or forgiveness of Indebtedness and similar Contractual Obligations) and whether in cash, Securities or other property, in each case on
account of any Stock or Stock Equivalent of Parent, the Borrower or any of its Subsidiaries, in each case now or hereafter outstanding, including with respect to a claim for rescission of a Sale of such Stock or Stock Equivalent and (b) any
redemption, retirement, sinking fund or similar payment, termination, defeasance, cancellation, purchase or other acquisition for value, whether direct or indirect (including through the use of Hedging Agreements, the making, repayment, cancellation
or forgiveness of Indebtedness and similar Contractual Obligations), of any Stock or Stock Equivalent of any Group Member or of any direct or indirect parent entity of the Borrower, now or hereafter outstanding. 

  
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 “Revolving Credit Commitment” means, with respect to each Revolving Credit
Lender, the commitment of such Lender to make Revolving Loans and acquire interests in other Revolving Credit Outstandings, which commitment is in the amount set forth opposite such Lender’s name on Schedule I under the caption
“Revolving Credit Commitment”, as amended to reflect Assignments and as such amount may be reduced or increased pursuant to this Agreement. The aggregate amount of the Revolving Credit Commitments on the date hereof equals
$5,000,000. 
 “Revolving Credit Facility” means the Revolving Credit Commitments and the provisions herein
related to the Revolving Loans and Letters of Credit. 
 “Revolving Credit Lender” means each Lender that has a
Revolving Credit Commitment, holds a Revolving Loan or participates in any Letter of Credit. 
 “Revolving Credit
Outstandings” means, at any time, the sum of, in each case to the extent outstanding at such time, (a) the aggregate principal amount of the Revolving Loans and (b) the L/C Obligations for all Letters of Credit. 

“Revolving Credit Termination Date” shall mean the earliest of (a) the Scheduled Revolving Credit Termination Date,
(b) the date of termination of the Revolving Credit Commitments pursuant to Section 2.5 or 9.2 and (c) the date on which the Obligations become due and payable pursuant to Section 9.2. 

“Revolving Loan” has the meaning specified in Section 2.1(a). 

“S&P” means Standard & Poor’s Rating Services. 

“Sale and Leaseback Transaction” means, with respect to any Person (the “obligor”), any Contractual
Obligation or other arrangement with any other Person (the “counterparty”) consisting of a lease by such obligor of any property that, directly or indirectly, has been or is to be Sold by the obligor to such counterparty or to any
other Person to whom funds have been advanced by such counterparty based on a Lien on, or an assignment of, such property or any obligations of such obligor under such lease. 
 “Scheduled Maturity Date” means the later of the Scheduled Revolving Credit Termination Date and the Term Loan Maturity Date. 

“Scheduled Revolving Credit Termination Date” means the third anniversary of the Closing Date. 

“Secured Cash Management Agreements” means, collectively, any agreement to provide cash management services, including
treasury, depository, overdraft, credit or debit card, electronic funds transfer and other cash management arrangements, that is entered into by and between the Borrower and any Cash Management Bank. 

“Secured Hedging Counterparty” means Royal Bank or any other Person (other than any Group Member) that entered into a
Hedging Agreement with the Borrower or has provided a Secured Hedging Support Document at the request of the Borrower at a time when such Person was an Agent, a Lender or an Affiliate of a Lender. 

  
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 “Secured Hedging Documents” means, collectively, (a) any Hedging
Agreement that (i) is entered into by the Borrower and any Secured Hedging Counterparty therefor, (ii) in the case of a Hedging Agreement not entered into with or provided or arranged by the Administrative Agent or an Affiliate of the
Administrative Agent, is expressly identified as being a “Secured Hedging Document” hereunder in a joint notice from Borrower and such Person delivered to the Administrative Agent reasonably promptly after the execution of such
Hedging Agreement, and (iii) meets the requirements of Section 8.1(f), and (b) any Secured Hedging Support Provision. 
 “Secured Hedging Reimbursement Obligation” means any obligation of the Borrower to make payments to any Secured Hedging Counterparty with respect to any Secured Hedging Support Provision.

 “Secured Hedging Support Documents” means any document (a) entered into to provide credit enhancements
for the benefit of the counterparty to an Interest Rate Contract, which credit enhancements are provided (i) solely to support the payment obligations of the Borrower under such Interest Rate Contract, and (ii) by Royal Bank or any other
Person at a time when such Person is the Administrative Agent, a Lender or an Affiliate of a Lender, and (b) is expressly identified as being a “Secured Hedging Support Document” hereunder in a joint notice from such Loan Party
and the Person providing such credit enhancements delivered to the Administrative Agent reasonably promptly after the execution or issuance of such document, unless such Person is the Administrative Agent or an Affiliate of the Administrative Agent
at the time such credit enhancements are provided. 
 “Secured Hedging Support Provision” means any provision
in any Secured Hedging Support Document, Sections 2.6(c), 2.9(a) and 2.9(c) and any other provision of this Agreement or any Loan Document to the extent applicable to any Secured Hedging Reimbursement Obligation, any Secured
Hedging Support Document or affecting the rights or duties of, or any payment to, any Secured Hedging Counterparty with respect to any Secured Hedging Support Document. 
 “Secured Parties” means the Lenders, the L/C Issuer, each Agent, the Arrangers, any Secured Hedging Counterparty, each other Indemnitee and any other holder of any Obligation of any Loan
Party. 
 “Securitization” means, with respect to any Lender, a public or private offering by such Lender or
any of its Affiliates or their respective successors and assigns, of Securities that represent an interest in, or that are collateralized, in whole or in part, by, the Loans and the Loan Documents. 

“Security” means all Stock, Stock Equivalents, voting trust certificates, bonds, debentures, instruments and other
evidence of Indebtedness, whether or not secured, convertible or subordinated, all certificates of interest, share or participation in, all certificates for the acquisition of, and all warrants, options and other rights to acquire, any Security.

 “Sell” means, with respect to any property, to sell, convey, transfer, assign, license, lease, exchange or
otherwise dispose of, any interest therein or to permit any Person to acquire any such interest, including, in each case, through a Sale and Leaseback Transaction or through a sale, factoring at maturity, collection of or other disposal, with or
without recourse, of any notes or accounts receivable. Conjugated forms thereof and the noun “Sale” have correlative meanings. 
 “Senior Debt” of any Person means Consolidated Total Debt minus Consolidated Total Debt that is Subordinated Debt, in each case of such Person and its Subsidiaries on a Consolidated
basis. 
 “Senior Leverage Ratio” means, on any date, the ratio of (a) Senior Debt as of such date, to
(b) Consolidated EBITDA for the period of four consecutive fiscal quarters of the Borrower most recently ended as of such date, all determined on a Consolidated basis in accordance with GAAP; provided, that Consolidated EBITDA shall be
determined on a Pro Forma Basis. 

  
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 “Solvent” means, with respect to any Person as of any date of
determination, that, as of such date, (a) the value of the assets of such Person (both at fair value and present fair saleable value) is greater than the total amount of liabilities (including contingent and unliquidated liabilities) of such
Person, (b) such Person is able to pay all liabilities (including contingent and unliquidated liabilities) of such Person as such liabilities become absolute and matured, (c) such person is generally paying its debts and liabilities as
they become due, including in the usual course of business or affairs of such Person, (d) such Person does not have unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is
proposed to be conducted following the Closing Date (including such businesses reflected in the Projections and the most recent business plans and forecasts required to be delivered pursuant to Section 6.1(g)) and (e) in the event
of an amendment, modification or other change in the Bankruptcy Code or any other applicable law relating to fraudulent transfers and conveyances after the Closing Date, such Person is not “insolvent” within the meaning given that term and
similar terms under the Bankruptcy Code or any other applicable laws relating to fraudulent transfers and conveyances, as so amended, modified or changed. In computing the amount of contingent or unliquidated liabilities at any time, such
liabilities shall be computed at the amount that, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability (irrespective of whether such
contingent or unliquidated liabilities meet the criteria for accrual under Statement of Financial Accounting Standard No. 5). 
 “Specified Equity Contribution” has the meaning specified in Section 5.4. 
 “SPV” means any special purpose funding vehicle identified as such in a writing by any Lender to the Administrative Agent. 

“Stock” means all shares of capital stock (whether denominated as common stock or preferred stock), equity interests,
beneficial, partnership or membership interests, joint venture interests, participations or other ownership or profit interests in or equivalents (regardless of how designated) of or in a Person (other than an individual), whether voting or
non-voting. 
 “Stock Equivalents” means all securities convertible into or exchangeable for Stock or any other
Stock Equivalent and all warrants, options or other rights to purchase, subscribe for or otherwise acquire any Stock or any other Stock Equivalent, whether or not presently convertible, exchangeable or exercisable. 

“Subordinated Debt” means any Indebtedness that is subordinated to the payment in full of the Obligations on terms and
conditions reasonably satisfactory to the Administrative Agent. 
 “Subsidiary” means, with respect to any
Person, any corporation, partnership, joint venture, limited liability company, association or other entity, the management of which is, directly or indirectly, controlled by, or of which an aggregate of more than 50% of the outstanding Voting Stock
is, at the time, owned or controlled directly or indirectly by, such Person or one or more Subsidiaries of such Person. Unless otherwise specified “Subsidiary” refers to a Subsidiary of the Borrower. 

“Subsidiary Redesignation” has the meaning provided in the definition of Unrestricted Subsidiary in this
Section 1.1. 
 “Substitute Lender” has the meaning specified in Section 2.18(a).


  
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 “SWDA” means the Solid Waste Disposal Act (42 U.S.C. §§ 6901 et
seq.). 
 “Syndication Agent” has the meaning specified in the preamble to this Agreement. 

“Tax Affiliate” means (a) the Borrower and its Subsidiaries and (b) any Affiliate of the Borrower with which
the Borrower or any of its Subsidiaries files or is eligible to file consolidated, combined or unitary tax returns (or on whose consolidated, combined or unitary tax return the income of the Borrower or any of its Subsidiaries is included).

 “Tax Returns” has the meaning specified in Section 4.8. 

“Taxes” has the meaning specified in Section 2.17(a). 

“Term Loan” has the meaning specified in Section 2.1(b). 

“Term Loan Commitment” means, with respect to each Term Loan Lender, the commitment of such Lender to make Term Loans to
the Borrower, which commitment is in the amount set forth opposite such Lender’s name on Schedule I under the caption “Term Loan Commitment”, as amended to reflect Assignments and as such amount may be reduced or
increased pursuant to this Agreement. The aggregate amount of the Term Loan Commitments on the date hereof equals $95,000,000. 

“Term Loan Facility” means the Term Loan Commitments and the provisions herein related to the Term Loans. 

“Term Loan Lender” means each Lender that has a Term Loan Commitment or that holds a Term Loan. 

“Term Loan Maturity Date” means the third anniversary of the Closing Date. 

“Title IV Plan” means a pension plan subject to Title IV of ERISA or Section 412 of the Code or Section 302 of
ERISA, other than a Multiemployer Plan, to which any ERISA Affiliate incurs or otherwise has any obligation or liability, contingent or otherwise. 
 “Trademarks” means all rights, title and interests (and all related IP Ancillary Rights) arising under any Requirement of Law in or relating to trademarks, trade names, corporate names,
company names, business names, fictitious business names, trade styles, service marks, logos and other source or business identifiers and, in each case, all goodwill associated therewith, all registrations and recordations thereof and all
applications in connection therewith. 
 “Trade Secrets” means all right, title and interest (and all related
IP Ancillary Rights) arising under any Requirement of Law in or relating to trade secrets. 
 “UCC” means the
Uniform Commercial Code of any applicable jurisdiction and, if the applicable jurisdiction shall not have any Uniform Commercial Code, the Uniform Commercial Code as in effect in the State of New York. 

“Unfunded Current Liability” of any Title IV Plan means the amount, if any, as of the most recent valuation date for the
Title IV Plan, by which the present value of the Title IV Plan’s benefit liabilities, determined in accordance with actuarial assumptions at such time consistent with those prescribed by Section 412 and 430 of the Code and Section 302
and 303 of ERISA, exceeds the fair market value of all plan assets allocable to such liabilities under Title IV of ERISA. 

  
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 “United States” means the United States of America. 

“Unrestricted Subsidiary” shall mean any Subsidiary of the Borrower that is acquired or created after the Closing Date
and designated by the Borrower as an Unrestricted Subsidiary hereunder by written notice to the Administrative Agent; provided, that the Borrower shall only be permitted to so designate a new Unrestricted Subsidiary after the Closing Date and
so long as (a) no Default exists or would result therefrom, (b) the Borrower shall be in compliance on a Pro Forma Basis with the Financial Performance Covenants as of the last day of the last Fiscal Quarter for which Financial Statements
have been delivered hereunder after giving effect to such designation, (c) at the time of such designation neither the Borrower nor any Subsidiary provides any guarantee or credit support of any kind, including any undertaking, guarantee,
indemnity, agreement or instrument that would constitute Indebtedness, of any Indebtedness of such Unrestricted Subsidiary or is directly or indirectly liable on such Indebtedness, as a guarantor or otherwise and no Indebtedness of such Unrestricted
Subsidiary contains a default that would permit, upon notice, lapse of time or both, any holder of any Indebtedness of Borrower or any Subsidiary to declare a default under such other Indebtedness or cause the payment thereof to be accelerated or
payable prior to its stated maturity and (d) such Unrestricted Subsidiary shall be capitalized (to the extent capitalized by the Borrower or any of its Subsidiaries) through Investments as permitted by, and in compliance with,
Section 8.3(g), with any assets owned by such Unrestricted Subsidiary at the time of the initial designation thereof to be treated as Investments pursuant to Section 8.3(g); and provided, further that at the time of
the acquisition or creation of, and the initial Investment by the Borrower or any of its Subsidiaries in, such Subsidiary, the Borrower shall designate such entity as an Unrestricted Subsidiary in a written notice to the Administrative Agent. The
Borrower may designate any Unrestricted Subsidiary to be a Subsidiary for purposes of this Agreement (each, a “Subsidiary Redesignation”); provided, that (i) no Default then exists or would occur as a consequence of any
such Subsidiary Redesignation (including, but not limited to, under Sections 8.1 and 8.2), (ii) calculations are made by the Borrower of compliance with the Financial Performance Covenants for the relevant Reference Period, on a
Pro Forma Basis as if the respective Subsidiary Redesignation (as well as all other Subsidiary Redesignations theretofore consummated after the first day of such Reference Period) had occurred on the first day of such Reference Period, and such
calculations shall show that such Financial Performance Covenants would have been complied with if the Subsidiary Redesignation had occurred on the first day of such Reference Period, (iii) based on good faith projections prepared by the
Borrower for the period from the date of the respective Subsidiary Redesignation to the date that is one year thereafter, the level of financial performance measured by the Financial Performance Covenants shall be better than or equal to such level
as would be required to provide that no Default would exist under the Financial Performance Covenants through the date that is one year from the date of the respective Subsidiary Redesignation, (iv) at the time of and immediately after giving
effect to such Redesignation, all representations and warranties contained herein and in the other Loan Documents shall be true and correct in all material respects (provided that if any representation or warranty is by its terms qualified by
concepts of materiality, such representation shall be true and correct in all respects) on and as of such date with the same effect as though such representations and warranties had been made on and as of such date, except to the extent such
representations and warranties expressly related to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (or true and correct in all respects, as applicable) as of such earlier
date), (v) the Borrower shall have delivered to the Administrative Agent an officer’s certificate executed by a Responsible Officer of the Borrower, certifying to the best of such officer’s knowledge, compliance with the requirements
of preceding clauses (i) through (iv), inclusive, and containing the calculations required by the preceding clauses (ii) and (iii). Except for purposes of Article IV and Sections 6.2, 6.8, 7.2 and 11.4
and the definition of the term “Unrestricted Subsidiary” above, an Unrestricted Subsidiary shall not be deemed to be a Subsidiary of the Borrower or any of its Subsidiaries for purposes of this Agreement. 

“Unused Commitment Fee” has the meaning specified in Section 2.11(a). 

  
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 “U.S. Secured Party” means each Agent, each Lender, each L/C Issuer, each
SPV and each participant, in each case that is a Domestic Person. 
 “Voting Stock” means Stock of any Person
having ordinary power to vote in the election of members of the board of directors, managers, trustees or other controlling Persons, of such Person (irrespective of whether, at the time, Stock of any other class or classes of such entity shall have
or might have voting power by reason of the occurrence of any contingency). 
 “Wholly Owned Subsidiary” of any
Person means any Subsidiary of such Person, all of the Stock of which (other than nominal holdings and director’s qualifying shares) is owned by such Person, either directly or through one or more Wholly Owned Subsidiaries of such Person.

 “Withdrawal Liability” means, at any time, any liability incurred (whether or not assessed) by any ERISA
Affiliate and not yet satisfied or paid in full at such time with respect to any Multiemployer Plan pursuant to Section 4201 of ERISA. 
 “Working Capital” means, for any Person at any date, its Consolidated Current Assets at such date minus its Consolidated Current Liabilities at such date; provided, that for
purposes of calculating Excess Cash Flow, increases or decreases in Working Capital shall be calculated without regard to any changes in Consolidated Current Assets or Consolidated Current Liabilities as a result of (a) any reclassification in
accordance with GAAP of assets or liabilities, as applicable, between current and non-current, (b) the effects of purchase accounting, or (c) the effect of fluctuations in the amount of accrued or contingent obligations under Hedging
Agreements. 
 Section 1.2 UCC Terms. The following terms have the meanings given to them in the applicable UCC:
“deposit account”, “entitlement holder”, “entitlement order”, “equipment”, “goods”, “instruments”, “inventory” and
“securities account”. 
 Section 1.3 Accounting Terms and Principles. (a) GAAP. All
accounting determinations required to be made pursuant hereto shall, unless expressly otherwise provided herein, be made in accordance with GAAP. Notwithstanding anything to the contrary in the foregoing or elsewhere in this Agreement, no change in
the accounting principles used in the preparation of any Financial Statement hereafter adopted by Parent or the Borrower shall be given effect if such change or application would affect a calculation that measures compliance with, or otherwise
affect compliance with, any provision of Article V or VIII unless the Borrower, the Administrative Agent and the Required Lenders agree to modify such provisions to reflect such changes in GAAP and, unless such provisions are modified,
all Financial Statements, Compliance Certificates and similar documents provided hereunder shall be provided together with a reconciliation between the calculations and amounts set forth therein before and after giving effect to such change in GAAP.

 (b) Pro Forma. All components of financial calculations made to determine compliance with Article V shall be
adjusted on a Pro Forma Basis. 
 Section 1.4 Payments. The Administrative Agent may set up standards and procedures
to determine or redetermine the equivalent in Dollars of any amount expressed in any currency other than Dollars and otherwise may, but shall not be obligated to, rely on any determination made by any Loan Party or any L/C Issuer. Any such
determination or redetermination by the Administrative Agent shall be conclusive and binding for all purposes, absent manifest error. No determination or redetermination by any Secured Party or Loan Party and no other currency conversion shall
change or release any obligation of any Loan Party or of any Secured Party (other than the Administrative Agent and its Related Persons) under any Loan Document, each of which agrees to pay separately for any shortfall remaining after any


  
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conversion and payment of the amount as converted. The Administrative Agent may round up or down, and may set up appropriate mechanisms to round up or down, any amount hereunder to nearest higher
or lower amounts and may determine reasonable de minimis payment thresholds. 
 Section 1.5 Interpretation.
(a) Certain Terms. Except as set forth in any Loan Document, all accounting terms not specifically defined herein shall be construed in accordance with GAAP (except for the term “property”, which shall be interpreted as
broadly as possible, including, in any case, cash, Securities, other assets, rights under Contractual Obligations and Permits and any right or interest in any property). The terms “herein”, “hereof” and similar
terms refer to this Agreement as a whole. In the computation of periods of time from a specified date to a later specified date in any Loan Document, the term “from” means “from and including” and the words “to”
and “until” each mean “to but excluding” and the word “through” means “to and including.” In any other case, the term “including” when used in any Loan Document means
“including without limitation.” The term “documents” means all writings, however evidenced and whether in physical or electronic form, including all documents, instruments, agreements, notices, demands, certificates, forms,
financial statements, opinions and reports. The term “incur” means incur, create, make, issue, assume or otherwise become directly or indirectly liable in respect of or responsible for, in each case whether directly or indirectly,
and the terms “incurrence” and “incurred” and similar derivatives shall have correlative meanings. 
 (b)
Certain References. Unless otherwise expressly indicated, references (i) in this Agreement to an Exhibit, Schedule, Article, Section or clause refer to the appropriate Exhibit or Schedule to, or Article, Section or clause in, this
Agreement and (ii) in any Loan Document, to (A) any agreement shall include, without limitation, all exhibits, schedules, appendixes and annexes to such agreement and, unless the prior consent of any Secured Party required therefor is not
obtained, any modification to any term of such agreement, (B) any statute shall be to such statute as modified from time to time and to any successor legislation thereto, in each case as in effect at the time any such reference is operative and
(C) any time of day shall be a reference to New York time. Titles of articles, sections, clauses, exhibits, schedules and annexes contained in any Loan Document are without substantive meaning or content of any kind whatsoever and are not a
part of the agreement between the parties hereto. Unless otherwise expressly indicated, the meaning of any term defined (including by reference) in any Loan Document shall be equally applicable to both the singular and plural forms of such term.

 ARTICLE II 
 THE FACILITIES 
 Section 2.1 The Commitments. (a) Revolving
Credit Commitments. On the terms and subject to the conditions contained in this Agreement, each Revolving Credit Lender severally, but not jointly, agrees to make loans in Dollars (each a “Revolving Loan”) to the Borrower from
time to time on any Business Day during the period from the date hereof until but excluding the Business Day preceding the Revolving Credit Termination Date in an aggregate principal amount at any time outstanding for all such loans by such Lender
not to exceed such Lender’s Revolving Credit Commitment; provided, that at no time shall any Revolving Credit Lender be obligated to make a Revolving Loan in excess of such Lender’s Pro Rata Share of the amount by which the then
effective Revolving Credit Commitments exceeds the aggregate Revolving Credit Outstandings at such time. Within the limits set forth in the first sentence of this clause (a), amounts of Revolving Loans repaid may be reborrowed under this
Section 2.1. 
 (b) Term Loan Commitments. On the terms and subject to the conditions contained in this
Agreement, each Term Loan Lender severally, but not jointly, agrees to make loans in Dollars (each a “Term Loan”) to the Borrower on the Closing Date in a principal amount not to exceed its Term Loan Commitment. Amounts of Term
Loans repaid or prepaid may not be reborrowed. 

  
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 Section 2.2 Borrowing Procedures. (a) Notice From the Borrower. Each
Borrowing shall be made on notice given by the Borrower to the Administrative Agent not later than (i) 12:00 p.m. on the Business Day prior to the date of the proposed Borrowing, in the case of a Borrowing of Base Rate Loans and
(ii) 12:00 p.m. on the third Business Day prior to the date of the proposed Borrowing, in the case of a Borrowing of Eurodollar Rate Loans. Each such notice may be made in a writing substantially in the form of Exhibit 2.2(a) (a
“Notice of Borrowing”) duly completed or by telephone if confirmed promptly, but in any event within one Business Day and prior to such Borrowing, with such a Notice of Borrowing. Loans shall be made as Base Rate Loans unless,
outside of a suspension period pursuant to Section 2.15, the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Each Borrowing shall be in an aggregate amount that is an integral multiple of
$1,000,000. 
 (b) Notice to Each Lender. The Administrative Agent shall give to each Lender prompt notice of the
Administrative Agent’s receipt of a Notice of Borrowing and, if Eurodollar Rate Loans are properly requested in such Notice of Borrowing, prompt notice of the applicable interest rate. Each Lender shall, make available to the Administrative
Agent at its address referred to in Section 11.11 in immediately available funds not later than 1:00 p.m. on the Business Day specified in the applicable Notice of Borrowing, such Lender’s Pro Rata Share of such proposed Borrowing.
Upon satisfaction (or waiver) (i) on the Closing Date, of the applicable conditions set forth in Section 3.1 and (ii) on the Closing Date and any time thereafter, of the applicable conditions set forth in
Section 3.2, the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of the
Administrative Agent with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower. 

(c) Non-Funding Lenders. Unless the Administrative Agent shall have received notice from a Lender prior to the date such Lender is
required to make any payment hereunder with respect to any Loan or any participation in any Letter of Credit that such Lender will not make such payment (or any portion thereof) available to the Administrative Agent, the Administrative Agent may
assume that such Lender has made such payment available to the Administrative Agent on the date such payment is required to be made in accordance with this Article II and the Administrative Agent may, in reliance upon such assumption, make
available to the Borrower on such date a corresponding amount. The Borrower agrees to repay to the Administrative Agent on demand such amount (until repaid by such Lender) with interest thereon for each day from and including the date such amount is
made available to the Borrower to but excluding the date such amount is repaid to the Administrative Agent, at the interest rate applicable to the Obligation that would have been created when the Administrative Agent made available such amount to
the Borrower had such Lender made a corresponding payment available; provided, that such payment shall not relieve such Lender of any obligation it may have to the Borrower or any L/C Issuer. In addition, any Lender that shall not have made
available to the Administrative Agent any portion of any payment described above (any such Lender, a “Non-Funding Lender”) agrees to pay such amount to the Administrative Agent on demand together with interest thereon, for each day
from and including the date such amount is made available to the Borrower to but excluding the date such amount is repaid to the Administrative Agent, at the Federal Funds Rate for the first Business Day and thereafter (i) in the case of a
payment in respect of a Loan, at the interest rate applicable at the time to such Loan and (ii) otherwise, at the interest rate applicable to Base Rate Loans under the Revolving Credit Facility. Such repayment shall then constitute the funding
of the corresponding Loan (including any Loan deemed to have been made hereunder with such payment) or participation. The existence of any Non-Funding Lender shall not relieve any other Lender of its obligations under any Loan Document, but no other
Lender shall be responsible for the failure of any Non-Funding Lender to make any payment required under any Loan Document. 

  
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 Section 2.3 [Reserved]. 

Section 2.4 Letters of Credit. (a) Commitment and Conditions. On the terms and subject to the conditions
contained herein, each L/C Issuer agrees to Issue, at the request of the Borrower, in accordance with such L/C Issuer’s usual and customary business practices, and for the account of the Borrower (or, as long as the Borrower remains responsible
for the payment in full of all amounts drawn thereunder and related fees, costs and expenses, for the account of any Group Member), Letters of Credit (denominated in Dollars) from time to time on any Business Day during the period from the Closing
Date through the earlier of the Revolving Credit Termination Date and five Business Days prior to the Scheduled Revolving Credit Termination Date, provided that no L/C Issuer shall be obligated to Issue any Letter of Credit and no Lender
shall be obligated to participate in any Letter of Credit if after giving effect to such Issuance, (x) the aggregate Revolving Credit Outstandings would exceed the aggregate Revolving Credit Commitments, (y) the L/C Obligations for all
Letters of Credit would exceed the L/C Sublimit, or (z) the Revolving Credit Outstandings of any Lender would exceed such Lender’s Revolving Credit Commitment. Within the foregoing limits, and subject to the terms and conditions hereof,
the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and
reimbursed. 
 (b) An L/C Issuer shall be under no obligation to Issue any Letter of Credit if: 

(i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or
restrain such L/C Issuer from Issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or
direct that such L/C Issuer refrain from, the Issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement
(for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer
is not otherwise compensated hereunder); 
 (ii) the expiration date of such Letter of Credit is more than one
year after the date of Issuance thereof; 
 (iii) the expiration date of such Letter of Credit is later than five
Business prior to the Scheduled Revolving Credit Termination Date; 
 (iv) the Issuance of such Letter of Credit
would violate any Laws binding upon such L/C Issuer; 
 (v) the Letter of Credit is to be denominated in a
currency other than Dollars; or 
 (vi)(A) any fee due in connection with, and on or prior to, such Issuance has
not been paid, (B) such Letter of Credit is requested to be Issued in a form that is not acceptable to such L/C Issuer or (C) such L/C Issuer shall not have received, each in form and substance reasonably acceptable to it and duly executed
by the Borrower (and, if such Letter of Credit is Issued for the account of any other Group Member, the Borrower as well as such Group Member), the documents that such L/C Issuer generally uses in the ordinary course of its business for the Issuance
of letters of credit of the type of such Letter of Credit (collectively, the “L/C Reimbursement Agreement”). 

  
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 (c) An L/C Issuer shall be under no obligation to amend any Letter of Credit if
(A) such L/C Issuer would have no obligation at such time to Issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of
Credit. 
 For each such Issuance, the applicable L/C Issuer may, but shall not be required to, determine that, or take notice whether, the
conditions precedent set forth in Section 3.2 have been satisfied or waived in connection with the Issuance of any Letter of Credit; provided, that no Letter of Credit shall be Issued during the period starting on the first
Business Day after the receipt by such L/C Issuer of notice from the Administrative Agent or the Required Revolving Credit Lenders that any condition precedent contained in Section 3.2 is not satisfied and ending on the date all such
conditions are satisfied or duly waived. If any Revolving Credit Lender becomes, and during the period it remains, a Defaulting Lender, if any Letter of Credit is at the time outstanding, the L/C Issuer may (except, in the case of a Defaulting
Lender, to the extent the obligations of such Defaulting Lender in respect of such Letter of Credit have been fully reallocated pursuant to Section 2.19(a)), by notice to the Borrower and such Defaulting Lender through the Administrative Agent,
require the Borrower to Cash Collateralize the obligations of the Borrower to the L/C Issuer in respect of such Letter of Credit in an amount at least equal to the aggregate amount of the unreallocated obligations (contingent or otherwise) of such
Defaulting Lender in respect thereof. 
 (d) Procedures for Issuance; Auto-Renewal Letters of Credit. 

(i) The Borrower shall give the relevant L/C Issuer and the Administrative Agent a notice of any requested issuance or
amendment of any Letter of Credit (an “L/C Request”), which shall be effective only if received by such L/C Issuer and the Administrative Agent not later than 12:00 noon on the third Business Day prior to the date of such
requested issuance; or, such later date and time as the relevant L/C Issuer may agree in a particular instance in its sole discretion. In the case of a request for an initial issuance of a Letter of Credit, such L/C Request shall specify in form and
detail reasonably satisfactory to the relevant L/C Issuer: (a) the proposed Issuance date of the requested Letter of Credit (which shall be a Business Day); (b) the amount thereof; (c) the expiry date thereof; (d) the name and
address of the beneficiary thereof; (e) the documents to be presented by such beneficiary in case of any drawing thereunder; and (f) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder. In
the case of a request for an amendment of any outstanding Letter of Credit, such L/C Request shall specify in form and detail reasonably satisfactory to the relevant L/C Issuer (1) the Letter of Credit to be amended; (2) the proposed date
of amendment thereof (which shall be a Business Day); and (3) the nature of the proposed amendment. 
 (ii)
Promptly after receipt of any such notice, the relevant L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such notice from the Borrower and, if not, such L/C
Issuer will provide the Administrative Agent with a copy thereof. Upon receipt by the relevant L/C Issuer of confirmation from the Administrative Agent that the requested Issuance or amendment is permitted in accordance with the terms hereof, then,
subject to the terms and conditions hereof, such L/C Issuer shall, on the requested date, Issue a Letter of Credit for the account of the Borrower or such Subsidiary, as the case may be, or enter into the applicable amendment, as the case may be.
Immediately upon the Issuance of each Letter of Credit, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees, to acquire from the relevant L/C Issuer a risk participation in such Letter of Credit in an
amount equal to the product of such Revolving Credit Lender’s Pro Rata Share times the amount of such Letter of Credit. 

  
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 (iii) If the Borrower so requests in any applicable L/C Request, the
relevant L/C Issuer shall agree to Issue a Letter of Credit that has automatic renewal provisions; provided, that, any such Letter of Credit must permit the relevant L/C Issuer to prevent any such renewal at least once in each twelve-month period
(commencing with the date of Issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day in each such twelve-month period to be agreed upon at the time such Letter of Credit is Issued. Unless otherwise
directed by the relevant L/C Issuer, the Borrower shall not be required to make a specific request to the relevant L/C Issuer for any such renewal. Once an auto-renewal Letter of Credit has been issued, the applicable Lenders shall be deemed to have
authorized (but may not require) the relevant L/C Issuer to permit the renewal of such Letter of Credit at any time to an expiry date not later than five Business days prior to the Scheduled Revolving Credit Termination Date; provided, that,
the relevant L/C Issuer shall not permit any such renewal if the relevant L/C Issuer has determined that it would have no obligation at such time to Issue such Letter of Credit in its renewed form under the terms hereof. 

(e) Reporting Obligations of L/C Issuers. Each L/C Issuer agrees to provide the Administrative Agent (which, after receipt, the
Administrative Agent shall provide to each Revolving Credit Lender), in form and substance satisfactory to the Administrative Agent, each of the following on the following dates: (i) (A) on or prior to any Issuance of any Letter of Credit
by such L/C Issuer, (B) promptly following any drawing under any such Letter of Credit or (C) promptly following any payment (or failure to pay when due) by the Borrower of any related L/C Reimbursement Obligation, notice thereof, which
shall contain a reasonably detailed description of such Issuance, drawing or payment and (ii) upon the request of the Administrative Agent (or any Revolving Credit Lender through the Administrative Agent), copies of any Letter of Credit Issued
by such L/C Issuer and any related L/C Reimbursement Agreement and such other documents and information as may reasonably be requested by the Administrative Agent. 
 (f) Reimbursement Obligations of the Borrower. The Borrower agrees to pay to the L/C Issuer of any Letter of Credit each L/C Reimbursement Obligation owing with respect to such Letter of Credit no
later than the first Business Day after the Borrower receives notice from such L/C Issuer that payment has been made under such Letter of Credit or that such L/C Reimbursement Obligation is otherwise due (the “L/C Reimbursement
Date”) with interest thereon computed as set forth in clause (i) below. In the event that any L/C Issuer incurs any L/C Reimbursement Obligation not repaid by the Borrower as provided in this clause (e) (or any such
payment by the Borrower is rescinded or set aside for any reason), such L/C Issuer shall promptly notify the Administrative Agent of such failure (and, upon receipt of such notice, the Administrative Agent shall forward a copy to each Revolving
Credit Lender) and, irrespective of whether such notice is given, such L/C Reimbursement Obligation shall be payable on demand by the Borrower with interest thereon computed (i) from and including the date on which such L/C Reimbursement
Obligation arose to the L/C Reimbursement Date but excluding the date such payment is made in full, at the interest rate applicable during such period to Revolving Loans that are Base Rate Loans, and (ii) thereafter until payment in full, at
the interest rate applicable during such period to past due Revolving Loans that are Base Rate Loans. 
 (g) Reimbursement
Obligations of the Revolving Credit Lenders. Upon receipt of the notice described in clause (e) above from the Administrative Agent, each Revolving Credit Lender shall pay to the Administrative Agent for the account of such L/C
Issuer its Pro Rata Share of such L/C Reimbursement Obligation. By making such payment (other than during the continuation of an Event of Default under Section 9.1(e)), such Lender shall be deemed to have made a Revolving Loan to the


  
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Borrower, which, upon receipt thereof by such L/C Issuer, the Borrower shall be deemed to have used in whole to repay such L/C Reimbursement Obligation. Any such payment that is not deemed a
Revolving Loan shall be deemed a funding by such Lender of its participation in the applicable Letter of Credit and the L/C Obligation in respect of the related L/C Reimbursement Obligations. Such participation shall not otherwise be required to be
funded. Following receipt by any L/C Issuer of any payment from any Lender pursuant to this clause (f) with respect to any portion of any L/C Reimbursement Obligation, such L/C Issuer shall promptly pay over to such Lender all payments
received by such L/C Issuer with respect to such portion of such L/C Reimbursement Obligation. 
 (h) Obligations
Absolute. The obligation of the Borrower to reimburse the relevant L/C Issuer for each drawing under each Letter of Credit Issued by it shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of
this Agreement under all circumstances, including the following: 
 (i) any lack of validity or enforceability of
such Letter of Credit, this Agreement, or any other agreement or instrument relating thereto; 
 (ii) the
existence of any claim, counterclaim, setoff, defense or other right that any Loan Party may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may
be acting), the relevant L/C Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;

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

 (v) any exchange, release or nonperfection of any Collateral, or any release or amendment or waiver of or
consent to departure from the Guaranty and Security Agreement or any other guarantee, for all or any of the Obligations of any Loan Party in respect of such Letter of Credit; 

(vi) any loss or delay, including in the transmission of any document; or 

(vii) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other
circumstance that might otherwise constitute a defense available to, or a discharge of, any Loan Party; 
 provided, that, the foregoing shall
not excuse any L/C Issuer from liability to the Borrower to the extent of any direct damages (as opposed to consequential, punitive or special damages, claims in respect of 

  
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which are waived by the Borrower to the extent permitted by applicable Law) suffered by the Borrower to the extent such damages are determined by a final non-appealable judgment of a court of
competent jurisdiction to have been caused by such L/C Issuer’s gross negligence, willful misconduct or breach in bad faith of any Loan Document when determining whether drafts and other documents presented under a Letter of Credit comply with
the terms thereof. 
 (i) Conflict with L/C Request. Notwithstanding anything else to the contrary in any L/C Request, in
the event of any conflict between the terms hereof and the terms of any L/C Request, the terms hereof shall control. 
 (j)
Addition of an L/C Issuer. A Revolving Credit Lender (or any of its Subsidiaries or affiliates) may become an additional L/C Issuer hereunder pursuant to a written agreement among the Borrower, the Administrative Agent and such Revolving
Credit Lender. The Administrative Agent shall notify the Revolving Credit Lenders of any such additional L/C Issuer. 

Section 2.5 Reduction and Termination of the Commitments. (a) Optional. The Borrower may, upon at least two
(2) Business Days’ prior notice to the Administrative Agent, terminate in whole or reduce in part ratably any unused portion of the Revolving Credit Commitments; provided, that each partial reduction shall be in an aggregate amount
that is an integral multiple of $1,000,000. 
 (b) Mandatory. All outstanding Commitments shall terminate (i) in the
case of the Term Loan Facility, at 5:00 p.m. on the Closing Date and (ii) in the case of the Revolving Credit Facility, on the Scheduled Revolving Credit Termination Date. 

Section 2.6 Repayment of Obligations. (a) The Borrower shall repay the entire unpaid principal amount of the Revolving
Loans on the Scheduled Revolving Credit Termination Date. 
 (b) The Borrower shall repay the Term Loans on the Term Loan
Maturity Date and at the dates and in the amounts set forth below: 
  

			
	 Date
	 	Amount
	 December 31, 2010
	 	$1,187,500
	 March 31, 2011
	 	$1,187,500
	 June 30, 2011
	 	$1,187,500
	 September 30, 2011
	 	$1,187,500
	 December 31, 2011
	 	$2,375,000
	 March 31, 2012
	 	$2,375,000
	 June 30, 2012
	 	$2,375,000
	 September 30, 2012
	 	$2,375,000
	 Term Loan Maturity Date
	 	The outstanding principal balance

 (c) The Borrower promises to pay to the Secured Hedging Counterparty under any Secured Hedging Support
Document an amount equal to the amount of any payment made by such Secured Hedging Counterparty under such Secured Hedging Support Document within one Business Day after the date such payment by such Secured Hedging Counterparty is made. 

Section 2.7 Optional Prepayments. The Borrower may prepay to the Administrative Agent, with one Business Day notice, the
outstanding principal amount of any Loan in whole or in part at any time (together with any breakage costs that may be owing pursuant to Section 2.16(a) after giving effect to such prepayment); provided, that each partial
prepayment that is not of the entire outstanding amount under any Facility shall be in an aggregate amount that is an integral multiple of $1,000,000. Any payments made to the Administrative Agent pursuant to this Section 2.7 shall be applied
to the Obligations in accordance with Section 2.12. 

  
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 Section 2.8 Mandatory Prepayments. (a) Excess Cash Flow. The
Borrower shall pay or cause to be paid to the Administrative Agent, within five (5) Business Days after the date Financial Statements are delivered pursuant to Section 6.1(b) (or, if earlier, the date required to be delivered) for
any Excess Cash Flow Period, an amount equal to the sum (to the extent positive) of (i) 50% of the Excess Cash Flow for such Excess Cash Flow Period, minus (ii) the amount of any voluntary prepayment permitted hereunder of the Term
Loans during such Excess Cash Flow Period to the extent not financed (or intended to be financed) using the proceeds of the incurrence of Indebtedness; provided, that, (x) if the Consolidated Leverage Ratio of Borrower on the last day of
any Excess Cash Flow Period is greater than 1.50 to 1.00 but less than or equal to 2.25 to 1.00, then such percentage for such Excess Cash Flow Period shall be 25%, and (y) if the Consolidated Leverage Ratio of Borrower on the last day of any
Excess Cash Flow Period is less than or equal to 1.50 to 1.00, then such percentage for such Excess Cash Flow Period shall be 0%. 
 (b) Debt Issuances. Upon receipt on or after the Closing Date by any Loan Party or any of its Subsidiaries of Net Cash Proceeds arising from the incurrence by any Loan Party or any of its
Subsidiaries of Indebtedness (other than any such Indebtedness permitted under Section 8.1), the Borrower shall promptly pay or cause to be paid to the Administrative Agent an amount equal to 100% of such Net Cash Proceeds. 

(c) Asset Sales and Property Loss Events. Upon receipt on or after the Closing Date by any Group Member of Net Cash Proceeds
arising from (i) any Sale by any Group Member of any of its property, including Stock held by it, or any issuance of shares of its own Stock, in each case pursuant to clause (a)(ii), (b)(ii) or (e) of
Section 8.4 or that is not permitted by Section 8.4 or (ii) any Property Loss Event with respect to any property of any Group Member, the Borrower shall promptly pay or cause to be paid to the Administrative Agent an
amount equal to the lesser of (x) the amount of Obligations outstanding on such date of determination and (y) 100% of such Net Cash Proceeds; provided, that upon any such receipt, as long as no Event of Default shall be continuing,
any Group Member may make Permitted Reinvestments with such Net Cash Proceeds and the Borrower shall not be required to make or cause such payment to the extent (x) such Net Cash Proceeds are intended to be used to make Permitted Reinvestments
and (y) on each Reinvestment Prepayment Date for such Net Cash Proceeds, the Borrower shall pay or cause to be paid to the Administrative Agent an amount equal to the lesser of (x) the amount of Obligations outstanding on such date of
determination and (y) the Reinvestment Prepayment Amount applicable to such Reinvestment Prepayment Date and such Net Cash Proceeds. 
 (d) Excess Outstandings. On any date on which the aggregate principal amount of Revolving Credit Outstandings exceeds the aggregate Revolving Credit Commitments, the Borrower shall pay to the
Administrative Agent an amount equal to such excess. 
 (e) Equity Issuances. On the date of receipt by Parent (or any
direct or indirect parent of Parent) of any proceeds from the issuance of any Stock (other than proceeds from any issuance of any Stock to the Permitted Investors (other than Specified Equity Contributions) or pursuant to any stock option or similar
equity incentive plans), the Borrower shall pay to the Administrative Agent an amount equal to 100% of such proceeds, net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable
legal fees and expenses, the Borrower shall pay to the Administrative Agent an amount equal thereto. 
 (f) Application of
Payments. Any payments made to the Administrative Agent pursuant to this Section 2.8 shall be applied to the Obligations in accordance with Section 2.12(b). 

  
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 Section 2.9 Interest. (a) Rate. All Loans and the outstanding amount
of all other Obligations shall bear interest, in the case of Loans, on the unpaid principal amount thereof from the date such Loans are made and, in the case of such other Obligations, from the date such other Obligations are due and payable until,
in all cases, paid in full, except as otherwise provided in clause (c) below, as follows: (i) in the case of Base Rate Loans, at a rate per annum equal to the sum of the Base Rate and the Applicable Margin, each as in effect from
time to time, (ii) in the case of Eurodollar Rate Loans, at a rate per annum equal to the sum of the Eurodollar Rate and the Applicable Margin, each as in effect for the applicable Interest Period, and (iii) in the case of other
Obligations (other than Secured Hedging Reimbursement Obligations and other Obligations owing under any Secured Hedging Document), at a rate per annum equal to the sum of the Base Rate and the Applicable Margin for Revolving Loans that are Base Rate
Loans, each as in effect from time to time. 
 (b) Payments. Interest accrued shall be payable in arrears (i) if
accrued on the principal amount of any Loan, (A) at maturity (whether by acceleration or otherwise), (B) if such Loan is a Term Loan, upon the payment or prepayment of the principal amount on which such interest has accrued and (C)(1) if
such Loan is a Base Rate Loan, on the last day of each calendar quarter commencing on the first such day following the making of such Loan, (2) if such Loan is a Eurodollar Rate Loan, on the last day of each Interest Period applicable to such
Loan, upon any prepayment of such Loan or termination of the applicable Interest Period and, if applicable, on each date during such Interest Period occurring every 3 months from the first day of such Interest Period, and (ii) if accrued on any
other Obligation, on demand from any after the time such Obligation is due and payable (whether by acceleration or otherwise). 

(c) Default Interest. Notwithstanding the rates of interest specified in clause (a) above or elsewhere in any Loan Document,
effective immediately upon (A) the occurrence of any Event of Default under Section 9.1(a) or (e) or (B) the delivery of a notice by the Administrative Agent or the Required Lenders to the Borrower during the continuance
of any other Event of Default and, in each case, for as long as such Event of Default shall be continuing, the unpaid balance of all Obligations (including any Obligation that bears interest by reference to the rate applicable to any other
Obligation) then outstanding shall bear interest at a rate that is 2% per annum in excess of the interest rate applicable to such Obligations from time to time, payable on demand or, in the absence of demand, on the date that would otherwise be
applicable. 
 (d) Savings Clause. Anything herein to the contrary notwithstanding, the obligations of the Borrower
hereunder shall be subject to the limitation that payments of interest shall not be required, for any period for which interest is computed hereunder, to the extent (but only to the extent) that contracting for or receiving such payment by the
respective Lender would be contrary to the provisions of any law applicable to such Lender limiting the highest rate of interest which may be lawfully contracted for, charged or received by such Lender, and in such event the Borrower shall pay such
Lender interest at the highest rate permitted by applicable law (“Maximum Lawful Rate”); provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, the Borrower
shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by the Administrative Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest
payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. 
 Section 2.10 Conversion and Continuation Options. (a) Option. The Borrower may elect (i) in the case of any Eurodollar Rate Loan, (A) to continue such Eurodollar Rate
Loan or any portion thereof for an additional Interest Period on the last day of the Interest Period applicable thereto and (B) to convert such Eurodollar Rate Loan or any portion thereof into a Base Rate Loan at any time on any Business Day,
subject to the payment of any breakage costs required by Section 2.16(a), and (ii) in the case of Base Rate Loans, to convert such Base Rate Loans or any portion thereof into Eurodollar Rate Loans at any time on


  
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any Business Day upon 3 Business Days’ prior notice; provided, that, (x) for each Interest Period, the aggregate amount of Eurodollar Rate Loans having such Interest Period must
be an integral multiple of $1,000,000 and (y) no conversion in whole or in part of Base Rate Loans to Eurodollar Rate Loans and no continuation in whole or in part of Eurodollar Rate Loans shall be permitted at any time at which (1) a
Default or an Event of Default shall be continuing or (2) such continuation or conversion would be made during a suspension imposed by Section 2.15. 
 (b) Procedure. Each such election shall be made by giving the Administrative Agent at least 3 Business Days’ prior notice in substantially the form of Exhibit 2.10(b) (a “Notice
of Conversion or Continuation”) duly completed. The Administrative Agent shall promptly notify each Lender of its receipt of a Notice of Conversion or Continuation and of the options selected therein. If the Administrative Agent does not
receive a timely Notice of Conversion or Continuation from the Borrower containing a permitted election to continue or convert any Eurodollar Rate Loan, then, upon the expiration of the applicable Interest Period, such Loan shall be automatically
converted to a Base Rate Loan. Each partial conversion or continuation shall be allocated ratably among the Lenders in the applicable Facility in accordance with their Pro Rata Share. 

Section 2.11 Fees. (a) Unused Commitment Fee. The Borrower agrees to pay to each Revolving Credit Lender a
commitment fee on the actual daily amount by which the Revolving Credit Commitment of such Lender exceeds its Pro Rata Share of the sum of (i) the aggregate outstanding principal amount of Revolving Loans and (ii) the outstanding amount of
the L/C Obligations for all Letters of Credit (the “Unused Commitment Fee”) from the date hereof through the Revolving Credit Termination Date at a rate per annum equal to the Applicable Margin, payable in arrears (x) on the
last day of each calendar quarter and (y) on the Revolving Credit Termination Date. 
 (b) Letter of Credit Fees.
The Borrower agrees to pay, with respect to all Letters of Credit issued by any L/C Issuer, (i) to such L/C Issuer, for its own account, (A) on the last day of each calendar quarter and on the Revolving Credit Termination Date, a fronting
fee in respect of each Letter of Credit issued by such L/C Issuer for the period from and including the date of issuance of such Letter of Credit to and including the termination of such Letter of Credit, computed at a rate equal to 1/4 of
1% per annum of the daily average stated amount of such Letter of Credit, provided that the fronting fees paid per annum for any such Letter of Credit shall not be less than $500, plus (B) in connection with the issuance, amendment
or transfer of any such Letter of Credit or any payment or disbursement made by an L/C Issuer pursuant to a Letter of Credit, the Borrower shall pay directly to each L/C Issuer the customary issuance, presentation, amendment and other processing
fees, and other standard costs and charges, of such L/C Issuer, such customary fees and standard costs and charges being due and payable within five (5) Business Days of demand and are nonrefundable, and (ii) to the Administrative Agent,
for the benefit of the Revolving Credit Lenders according to their Pro Rata Shares, a fee accruing at a rate per annum equal to the Applicable Margin for Revolving Loans that are Eurodollar Rate Loans on the maximum undrawn face amount of such
Letters of Credit, payable in arrears (A) on the last day of each calendar quarter, ending after the issuance of such Letter of Credit and (B) on the Revolving Credit Termination Date; provided, that the fee payable under this
clause (ii) shall be increased by 2% per annum and shall be payable, in addition to being payable on any date it is otherwise required to be paid hereunder, on demand effective immediately upon (x) the occurrence of any Event
of Default under Section 9.1(a) or (e) or (y) the delivery of a notice by the Administrative Agent or the Required Lenders to the Borrower during the continuance of any other Event of Default and, in each case, for as long as
such Event of Default shall be continuing. 
 (c) Additional Fees. The Borrower has agreed to pay to the Administrative
Agent, the Syndication Agent and the Arrangers additional fees as agreed from time to time in writing. 

  
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 (d) Anything herein to the contrary notwithstanding, during such period as a Lender is a
Defaulting Lender, such Defaulting Lender will not be entitled to any fees accruing during such period pursuant to Sections 2.11(a) and 2.11(b) (without prejudice to the rights of the Lenders other than Defaulting Lenders in respect of such fees),
provided that in the case of a Defaulting Lender that was or is a Lender (x) to the extent that a portion of the obligations of such Defaulting Lender in respect of outstanding Letters of Credit is reallocated to the Non-Defaulting
Lenders pursuant to Section 2.19(a), such fees that would have accrued for the benefit of such Defaulting Lender will instead accrue for the benefit of and be payable to such Non-Defaulting Lenders, pro rata in accordance with
their respective Revolving Credit Commitments, and (y) to the extent any portion of such obligations of such Defaulting Lender cannot be so reallocated, such fees will instead accrue for the benefit of and be payable to the L/C Issuer as its
interests appear (and the pro rata payment provisions of Section 2.12(d) will automatically be deemed adjusted to reflect the provisions of this Section 2.11). 

Section 2.12 Application of Payments. (a) Application of Voluntary Prepayments. Unless otherwise provided in this
Section 2.12 or elsewhere in any Loan Document, all payments and any other amounts received by the Administrative Agent from or for the benefit of the Borrower (including optional prepayments pursuant to Section 2.7) shall be
applied to repay the Obligations as the Borrower designates. 
 (b) Application of Mandatory Prepayments. Subject to the
provisions of clause (c) below with respect to the application of payments during the continuance of an Event of Default, any payment made by the Borrower to the Administrative Agent pursuant to Section 2.8 or any other
prepayment of the Obligations required to be applied in accordance with this clause (b) shall be applied: (i) to the remaining scheduled amortization payments of the Term Loans as the Borrower may direct; and (ii) after payment
in full of the Term Loans, to the Revolving Loans, without any reduction of the Revolving Commitments. 
 (c) Application of
Payments During an Event of Default. Each of Parent and the Borrower hereby irrevocably waives, and agrees to cause each Loan Party and each other Group Member to waive, the right to direct the application during the continuance of an Event of
Default of any and all payments in respect of any Obligation and any proceeds of Collateral and agrees that, notwithstanding the provisions of clause (a) above, the Administrative Agent may, and, upon either (A) the direction of the
Required Lenders or (B) the termination of any Commitment or the acceleration of any Obligation pursuant to Section 9.2, shall, apply all payments in respect of any Obligation, all funds on deposit in any Cash Collateral Account and
all other proceeds of Collateral (i) first, to pay Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the Administrative Agent and the Collateral Agent in such capacities,
(ii) second, to pay Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the Lenders and the L/C Issuer, (iii) third, to pay interest then due and payable in respect of the Loans and
L/C Reimbursement Obligations and interest then due and payable in respect of any amount owing under any Secured Hedging Document or Secured Cash Management Agreement, (iv) fourth, to repay the outstanding principal amounts of the Loans
and L/C Reimbursement Obligations, to provide cash collateral for Letters of Credit in the manner and to the extent described in Section 9.4 and to pay amounts, other than interest, owing with respect to Secured Hedging Documents and
Secured Cash Management Agreements, and (v) fifth, to the ratable payment of all other Obligations. 
 (d)
Application of Payments Generally. All payments that would otherwise be allocated to the Revolving Credit Lenders pursuant to this Section 2.12 shall instead be allocated first, to repay interest on any portion of the
Revolving Loans that the Administrative Agent may have advanced on behalf of any Lender and on any L/C Reimbursement Obligation for which the Administrative Agent or, as the case may be, the L/C Issuer has not then been reimbursed by such Lender or
the Borrower, second  

  
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to pay the outstanding principal amount of the foregoing obligations and third, to repay the Revolving Loans. All repayments of any Revolving Loans or Term Loans shall be applied first, to
repay such Loans outstanding as Base Rate Loans and then, to repay such Loans outstanding as Eurodollar Rate Loans, with those Eurodollar Rate Loans having earlier expiring Interest Periods being repaid prior to those having later expiring
Interest Periods. Except to the extent otherwise provided in Sections 2.12(a) and (b), all repayments of Term Loans shall be applied to reduce ratably the remaining installments of such outstanding principal amounts of the Term Loans.
If sufficient amounts are not available to repay all outstanding Obligations described in any priority level set forth in this Section 2.12, the available amounts shall be applied, unless otherwise expressly specified herein, to such
Obligations ratably based on the proportion of the Secured Parties’ interest in such Obligations. Each payment by Borrower of interest in respect of the Loans shall be applied to the amounts of such obligations owing to the Lenders pro
rata according to the respective amounts then due and owing to the Lenders. Each payment on account of principal of the Term Loans shall be allocated among the Term Loan Lenders pro rata based on the principal amount of the Term Loans
held by the Term Loan Lenders. Each payment by Borrower on account of principal of the Revolving Loans shall be made pro rata according to the respective outstanding principal amounts of the Revolving Loans then held by the Revolving Credit
Lenders. Any priority level set forth in this Section 2.12 that includes interest shall include all such interest, whether or not accruing after the filing of any petition in bankruptcy or the commencement of any insolvency,
reorganization or similar proceeding, and whether or not a claim for post-filing or post-petition interest is allowed in any such proceeding. 
 Section 2.13 Payments and Computations. (a) Procedure. The Borrower shall make each payment under any Loan Document not later than 2:00 p.m. on the day when due to the
Administrative Agent by wire transfer to the following account (or at such other account or by such other means to such other address as the Administrative Agent shall have notified the Borrower in writing within a reasonable time prior to such
payment) in immediately available Dollars without condition or deduction for any counterclaim, defense, recoupment or setoff: 

ABA No. 021-000021 
 Account Number: 920-1033363 
 For further credit to A/C 293-7464, Transit 01269

 RBCCM Agency Services, New York 
 Account Name: Royal Bank of Canada, New York 
 Reference: Francesca’s
Collections, Inc 
 The Administrative Agent shall promptly thereafter cause to be distributed immediately available funds relating to the
payment of principal, interest or fees to the Lenders, in accordance with the application of payments set forth in Section 2.12. The Lenders shall make any payment under any Loan Document in immediately available Dollars and without
setoff or counterclaim. Each Revolving Credit Lender shall make each payment for the account of any L/C Issuer required pursuant to Section 2.4 (A) if the notice or demand therefor was received by such Lender prior to 2:00 p.m. on
any Business Day, on such Business Day and (B) otherwise, on the Business Day following such receipt. Payments received by the Administrative Agent after 2:00 p.m. shall be deemed to be received on the next Business Day. 

(b) Computations of Interests and Fees. All computations of interest for Base Rate Loans shall be made by on the basis of a year
of three hundred and sixty-five (365) days or three hundred and sixty-six (366) days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a three hundred and sixty
(360) day year and actual days elapsed. Interest shall accrue on each Loan for the day on which such Loan is made, and shall not accrue on such Loan, or any portion thereof, for the day on which such Loan or such portion is paid; provided that
any such Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear 

  
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interest for one (1) day. Each determination of an interest rate or the amount of a fee hereunder shall be made by the Administrative Agent (including determinations of a Eurodollar Rate or
Base Rate in accordance with the definitions of “Eurodollar Rate” and “Base Rate”, respectively) or, if applicable in the case of the Eurodollar Rate used to determine interest on Secured Hedging Reimbursement Obligations, the
applicable Secured Hedging Counterparty shall be conclusive and binding for all purposes, absent manifest error. 
 (c)
Payment Dates. Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the due date for such payment shall be extended to the next succeeding Business Day without any increase in such payment as a result
of additional interest or fees; provided, that such interest and fees shall continue accruing as a result of such extension of time. 
 (d) Advancing Payments. Unless the Administrative Agent shall have received notice from the Borrower to the Lenders prior to the date on which any payment is due hereunder that the Borrower will
not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed
to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the Borrower shall not have made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent on
demand such amount distributed to such Lender together with interest thereon (at the Federal Funds Rate for the first Business Day and thereafter, at the rate applicable to Base Rate Loans under the applicable Facility) for each day from the date
such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent. 

Section 2.14 Evidence of Debt. (a) Records of Lenders. Each Lender shall maintain in accordance with its usual
practice accounts evidencing Indebtedness of the Borrower to such Lender resulting from each Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this
Agreement (the “Participant Register”). In addition, each Lender having sold a participation in any of its Obligations or having identified an SPV as such to the Administrative Agent, acting as a non-fiduciary agent of the Borrower
solely for this purpose and solely for tax purposes, shall establish and maintain at its address referred to in Section 11.11 (or at such other address as such Lender shall notify the Borrower) a record of ownership, in which such Lender
shall register by book entry (A) the name and address of each such participant and SPV (and each change thereto, whether by assignment or otherwise) and (B) the principal amounts (and related interest amounts), rights, interest or
obligation of each such participant and SPV in any Obligation, in any Commitment and in any right to receive any payment hereunder. Each 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. 
 (b) The Administrative Agent,
acting solely for this purpose as an agent of the Borrower, shall maintain at its address referred to in Section 11.11 a copy of each Assignment delivered to it and a register for the recordation of the names and addressed of the Lenders
and the Commitments of, and principal amounts (and related interest amounts) of the Loans, L/C Reimbursement Obligations (specifying the Unreimbursed Amounts), 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 Agents 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, any Agent and any Lender, at any reasonable time and from time to time upon reasonable
prior notice (but no Lender shall be entitled to view any information in the Register except such information contained therein with respect to the of Obligations owing to such Lender). 

  
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 (c) Registered Obligations. Notwithstanding anything to the contrary contained in
this Agreement, the Loans (including any Notes evidencing such Loans and, in the case of Revolving Loans, the corresponding obligations to participate in L/C Obligations) and the L/C Reimbursement Obligations are registered obligations, the right,
title and interest of the Lenders and the L/C Issuer and their assignees in and to such Loans or L/C Reimbursement Obligations, as the case may be, shall be transferable only upon notation of such transfer in the Register and no assignment thereof
shall be effective until recorded therein. This Section 2.14 and Section 11.2 shall be construed so that the Loans and L/C Reimbursement Obligations are at all times maintained in “registered form” within the
meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code and any related regulations (and any successor provisions). 

(d) Standard of Evidence. The entries made in the Register and in the accounts maintained pursuant to clauses (a) and
(b) above shall, to the extent permitted by applicable Requirements of Law, be conclusive (absent manifest error) of the existence and amounts of the obligations recorded therein; provided, that no error or omission in such
account and no failure of any Lender or the Administrative Agent to maintain any such account shall affect the obligations of any Loan Party to repay the Loans in accordance with their terms and no Lender or Administrative Agent shall be liable for
any such errors or omissions. In addition, the Loan Parties, the Administrative Agent, the Lenders and the L/C Issuer shall treat each Person whose name is recorded in the Register as a Lender or L/C Issuer, as applicable, for all purposes of this
Agreement notwithstanding notice to the contrary. Information contained in the Register with respect to any Lender or any L/C Issuer shall be available for access by the Borrower, the Administrative Agent, such Lender or such L/C Issuer at any
reasonable time and from time to time upon reasonable prior notice. No Lender or L/C Issuer shall, in such capacity, have access to or be otherwise permitted to review any information in the Register other than information with respect to such
Lender or L/C Issuer unless otherwise agreed by the Administrative Agent. 
 (e) Notes. Upon any Lender’s request,
the Borrower shall promptly execute and deliver Notes to such Lender evidencing the Loans of such Lender in a Facility and substantially in the form of Exhibit 2.14(e); provided, that only one Note for each Facility shall be issued to
each Lender, except (i) to an existing Lender exchanging existing Notes to reflect changes in the Register relating to such Lender, in which case the new Notes delivered to such Lender shall be dated the date of the original Notes and
(ii) in the case of loss, destruction or mutilation of existing Notes and similar circumstances. Each Note, if issued, shall only be issued as means to evidence the right, title or interest of a Lender or a registered assignee in and to the
related Loan, as set forth in the Register, and in no event shall any Note be considered a bearer instrument or obligation. 

Section 2.15 Suspension of Eurodollar Rate Option. Notwithstanding any provision to the contrary in this Article II,
the following shall apply: 
 (a) Interest Rate Unascertainable or Inadequate. In the event that (A) the
Administrative Agent determines that adequate and reasonable means do not exist for ascertaining the applicable interest rates by reference to which the Eurodollar Rate is determined or (B) the Required Lenders notify the Administrative Agent
that the Eurodollar Rate for any Interest Period will not adequately reflect the cost to the Lenders of making or maintaining such Loans for such Interest Period, the Administrative Agent shall promptly so notify the Borrower and the Lenders,
whereupon the obligation of each Lender to make or to continue Eurodollar Rate Loans shall be suspended as provided in clause (c) below until the Administrative Agent shall notify the Borrower that the Required Lenders have determined
that the circumstances causing such suspension no longer exist. 
 (b) Illegality. If any Lender determines that the
introduction of, or any change in or in the interpretation of, any Requirement of Law after the date of this Agreement shall make it unlawful, or any Governmental Authority shall assert that it is unlawful, for any Lender or its applicable lending
office 

  
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to make Eurodollar Rate Loans or to continue to fund or maintain Eurodollar Rate Loans, then, on notice thereof and demand therefor by such Lender to the Borrower through the Administrative
Agent, the obligation of such Lender to make or to continue Eurodollar Rate Loans shall be suspended as provided in clause (c) below until such Lender shall, through the Administrative Agent, notify the Borrower that it has determined
that it may lawfully make Eurodollar Rate Loans. 
 (c) Effect of Suspension. If the obligation of any Lender to make or
to continue Eurodollar Rate Loans is suspended, (A) the obligation of such Lender to convert Base Rate Loans into Eurodollar Rate Loans shall be suspended, (B) such Lender shall make a Base Rate Loan at any time such Lender would otherwise
be obligated to make a Eurodollar Rate Loan, (C) the Borrower may revoke any pending Notice of Borrowing or Notice of Conversion or Continuation to make or continue any Eurodollar Rate Loan or to convert any Base Rate Loan into a Eurodollar
Rate Loan and (D) each Eurodollar Rate Loan of such Lender shall automatically and immediately (or, in the case of any suspension pursuant to clause (a) above, on the last day of the current Interest Period thereof) be converted
into a Base Rate Loan. 
 Section 2.16 Breakage Costs; Increased Costs; Capital Requirements. (a) Breakage
Costs. The Borrower shall compensate each Lender, upon demand from such Lender to such Borrower (with copy to the Administrative Agent), for all Liabilities (including, in each case, those incurred by reason of the liquidation or reemployment of
deposits or other funds acquired by such Lender to prepare to fund, to fund or to maintain the Eurodollar Rate Loans of such Lender to the Borrower but excluding any loss of the Applicable Margin on the relevant Loans) that such Lender may incur
(A) to the extent, for any reason other than solely by reason of such Lender being a Defaulting Lender, a proposed Borrowing, conversion into or continuation of Eurodollar Rate Loans does not occur on a date specified therefor in a Notice of
Borrowing or a Notice of Conversion or Continuation or in a similar request made by telephone by the Borrower, (B) to the extent any Eurodollar Rate Loan is paid (whether through a scheduled, optional or mandatory prepayment) or converted to a
Base Rate Loan (including because of Section 2.15) on a date that is not the last day of the applicable Interest Period or (C) as a consequence of any failure by the Borrower to repay Eurodollar Rate Loans when required by the terms
hereof. For purposes of this clause (a), each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it using a matching deposit or other borrowing in the London interbank market. 

(b) Increased Costs. If at any time any Lender or L/C Issuer determines that, after the date hereof, the adoption of, or any
change in or in the interpretation, application or administration of, or compliance with, any Requirement of Law (other than any imposition or increase of Eurodollar Reserve Requirements) from any Governmental Authority shall have the effect of
(i) increasing the cost to such Lender of making, funding or maintaining any Eurodollar Rate Loan or to agree to do so or of participating, or agreeing to participate, in extensions of credit, (ii) increasing the cost to such L/C Issuer of
Issuing or maintaining any Letter of Credit or of agreeing to do so or (iii) imposing any other cost to such Lender or L/C Issuer with respect to compliance with its obligations under any Loan Document, (other than, in each case, with respect
to all taxes (including Indemnified Taxes and Other Taxes) which shall be governed by Section 2.17), then, upon demand by such Lender or L/C Issuer (with copy to the Administrative Agent), the Borrower shall pay to the Administrative
Agent for the account of such Lender or L/C Issuer amounts sufficient to compensate such Lender or L/C Issuer for such increased cost. 
 (c) Increased Capital Requirements. If at any time any Lender or L/C Issuer determines that, after the date hereof, the adoption of, or any change in or in the interpretation, application or
administration of, or compliance with, any Requirement of Law (other than any imposition or increase of Eurodollar Reserve Requirements) from any Governmental Authority regarding capital adequacy, reserves, special deposits, compulsory loans,
insurance charges against property of, deposits with or for the account of, Obligations owing to, or other credit extended or participated in by, any Lender or L/C 

  
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Issuer or any similar requirement (in each case other than any imposition or increase of Eurodollar Reserve Requirements) shall have the effect of reducing the rate of return on the capital of
such Lender or L/C Issuer (or any corporation controlling such Lender or L/C Issuer) as a consequence of its obligations under or with respect to any Loan Document or Letter of Credit to a level below that which, taking into account the capital
adequacy policies of such Lender, L/C Issuer or corporation, such Lender, L/C Issuer or corporation could have achieved but for such adoption or change, then, upon demand from time to time by such Lender or L/C Issuer (with a copy of such demand to
the Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of such Lender or L/C Issuer amounts sufficient to compensate such Lender or L/C Issuer for such reduction. 

(d) Compensation Certificate. Each demand for compensation under this Section 2.16 shall be accompanied by a
certificate of the Lender or L/C Issuer claiming such compensation, setting forth the amounts to be paid hereunder, which certificate shall be conclusive, binding and final for all purposes, absent manifest error. In determining such amount, such
Lender or L/C Issuer may use any reasonable averaging and attribution methods. 
 Section 2.17 Taxes.
(a) Payments Free and Clear of Taxes. Each payment to any Secured Party by or on account of any obligation of any Loan Party hereunder or under any Loan Document shall be made free and clear of all present or future taxes, levies,
imposts, duties, deductions, assessments, withholdings or other charges imposed by any Governmental Authority and all interest. additions to tax or penalties with respect thereto (and without deduction for any of them) (collectively, the
“Taxes”) other than for (i) Taxes measured by net income (including branch profits taxes and other similar taxes) and franchise taxes imposed in lieu of net income taxes, in each case imposed on any Secured Party by the United
States or as a result of a present or former connection between such Secured Party and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than such connection
arising solely from such recipient having executed, delivered, become a party to, performed its obligations or received a payment under, received or perfected a security interest under, engaged in any other transaction pursuant to, or enforced, any
Loan Document or any Secured Hedging Support Document), (ii) Taxes that are directly attributable to the failure by any Secured Party to deliver the documentation required to be delivered pursuant to clause (f) below, or
(iii) in the case of a Secured Party making a Loan to the Borrower, any withholding tax (including any backup withholding tax) that is imposed by the United States federal government (or a jurisdiction as a result of such Secured Party being
organized or having its principal office or its applicable lending office in such jurisdiction or as a result of such Secured Party engaging in a trade or business in such jurisdiction for tax purposes, other than a trade or business deemed to arise
by virtue of entering into this Agreement, any other Loan Document or any of the transactions contemplated under such documents) and is imposed pursuant to any Requirement of Law in effect at the time such Secured Party acquires the applicable
interest in such Loan (or designates a new lending office), except to the extent that such Secured Party (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from a
Secured Party with respect to such withholding tax pursuant to this Section 2.17(a) or Section 2.17(d) (all such non-excluded Taxes being hereinafter referred to as “Indemnified Taxes”). 

(b) Gross-Up. If any Indemnified Taxes or Other Taxes shall be required by law to be deducted by any Secured Party or other
applicable withholding agent from or in respect of any amount payable under any Loan Document to any Secured Party (i) such amount shall be increased by the applicable Loan Party as necessary to ensure that, after all required deductions for
Indemnified Taxes or Other Taxes are made (including deductions applicable to any increases to any amount under this Section 2.17), such Secured Party receives the amount it would have received had no such deductions been made,
(ii) the applicable withholding agent shall make such deductions, (iii) the applicable withholding agent shall timely pay the full amount deducted to the relevant taxing authority or other authority in accordance


  
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with applicable Requirements of Law and (iv) if a Loan Party is the applicable withholding agent, as soon as practicable after such payment is made, such Loan Party shall deliver to the
Administrative Agent an original or certified copy of a receipt evidencing such payment. 
 (c) Other Taxes. In addition,
the Borrower agrees to pay, and authorizes the Administrative Agent to pay on behalf of the Borrower, any present or future stamp, documentary, excise or property or similar Taxes imposed by any applicable Requirement of Law or Governmental
Authority (including by reason of any delay in payment thereof), in each case arising from any payment made hereunder or under any other Loan Document or from the execution, delivery, registration of, or enforcement of, or otherwise with respect to,
this Agreement or any other Loan Document or any transaction contemplated therein (collectively, “Other Taxes”). As soon as practicable after the date of any payment of Other Taxes by any Loan Party, the Borrower shall furnish to
the Administrative Agent, at its address referred to in Section 11.11, the original or a certified copy of a receipt evidencing payment thereof. 
 (d) Indemnification. The Borrower shall indemnify and hold harmless, within 30 days after receipt of demand therefor (with a copy to the Administrative Agent), each Secured Party for all
Indemnified Taxes and Other Taxes (including any Indemnified Taxes and Other Taxes imposed by any jurisdiction on amounts payable under this Section 2.17) paid by such Secured Party and any Liabilities arising therefrom or with respect
thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally asserted by the relevant Governmental Authority. A certificate of the Secured Party (or of the Administrative Agent on behalf of such Secured Party) claiming any
compensation under this Section 2.17(d), setting forth the amounts to be paid thereunder, together with reasonable supporting documentation of the imposition of such Indemnified Tax or Other Tax, shall be delivered to the Borrower with
copy to the Administrative Agent, and shall be conclusive absent manifest error. In determining such amount, the Administrative Agent and such Secured Party may use any reasonable averaging and attribution methods. If the Borrower reasonably
believes that any such Indemnified Taxes or Other Taxes have been incorrectly imposed, the Borrower may request that the relevant Secured Party contest such imposition by the relevant Governmental Authority at the Borrower’s expense (so long as
such efforts would not, in the sole determination of such Secured Party, result in any unreimbursed costs or expenses or be otherwise materially disadvantageous to it) and, if such Secured Party successfully contests such imposition and receives a
refund therefor, such Secured Party shall use such refund to reimburse the Borrower for the amount of such Indemnified Taxes or Other Taxes paid by the Borrower to the extent provided by Section 2.17(g); provided, that the
Borrower shall not be relieved from its reimbursement and indemnification obligations under this Section 2.17(d) during any such contest. Any amounts payable under this Section 2.17(d) shall be paid within 10 business days
after written demand is made by a Secured Party. 
 (e) Mitigation. Any Lender claiming any additional amounts payable
pursuant to this Section 2.17 shall use its reasonable efforts (consistent with its internal policies and Requirements of Law) to change the jurisdiction of its applicable lending office if such a change would reduce any such additional
amounts (or any similar amount that may thereafter accrue) and would not, in the reasonable determination of such Lender, result in any unreimbursed costs or expenses or be otherwise materially disadvantageous to such Lender. 

(f) Tax Forms. Each Secured Party shall, at such times as are reasonably requested by Borrower or the Administrative Agent,
provide Borrower and the Administrative Agent with any documentation prescribed by law, or reasonably requested by Borrower or the Administrative Agent, certifying as to any entitlement of such Secured Party to an exemption from, or reduction in,
any withholding Tax with respect to any payments to be made to such Secured Party under the Loan Documents. Unless the Borrower and the Administrative Agent have received forms or other documents


  
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satisfactory to it indicating that payments under any Loan Document to or for a Secured Party are not subject to withholding tax or are subject to such Tax at a rate reduced by an applicable tax
treaty, the Borrower, Administrative Agent or other applicable withholding agent shall withhold amounts required to be withheld by applicable law from such payments at the applicable statutory rate. 

Without limiting the generality of the foregoing: 
 (i) Each Secured Party that is a United States person (as defined in Section 7701(a)(30) of the Code) shall deliver to Borrower and the Administrative Agent on or before the date on which it becomes
a party to this Agreement two properly completed and duly signed original copies of Internal Revenue Service Form W-9 (or any successor form) certifying that such Secured Party is exempt from U.S. federal backup withholding. 

(ii) Each Lender that is not a United States person (as defined in Section 7701(a)(30) of the Code) shall deliver to
Borrower and the Administrative Agent on or before the date on which it becomes a party to this Agreement (and from time to time thereafter when required by law or upon the reasonable request of Borrower or the Administrative Agent) whichever of the
following is applicable: 
 (I) two duly completed copies of Internal Revenue Service Form W-8BEN (or any
successor forms) claiming eligibility for benefits of an income tax treaty to which the United States of America is a party, 
 (II) two duly completed copies of Internal Revenue Service Form W-8ECI (or any successor forms), 
 (III) in the case of a Secured Party claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate, in substantially the form of Exhibit
2.17(f) (any such certificate a “United States Tax Compliance Certificate”), or any other form approved by the Administrative Agent, to the effect that such Secured Party is not (A) a “bank” within the meaning of
Section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of Borrower within the meaning of Section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in
Section 881(c)(3)(C) of the Code, and that no payments in connection with the Loan Documents are effectively connected with such Secured Party’s conduct of a U.S. trade or business and (y) two duly completed copies of Internal Revenue
Service Form W-8BEN (or any successor forms), 
 (IV) to the extent a Secured Party is not the beneficial owner
(for example, where the Secured Party is a partnership, or is a Secured Party that has granted a participation), Internal Revenue Service Form W-8IMY (or any successor forms) of the Secured Party, accompanied by a Form W-8ECI, W-8BEN, United States
Tax Compliance Certificate, Form W-9, Form W-8IMY (or other successor forms) or any other required information from each beneficial owner, as applicable (provided that, if the Secured Party is a partnership (and not a participating Secured
Party) and one or more beneficial owners are claiming the portfolio interest exemption, the United States Tax Compliance Certificate shall be provided by such Secured Party on behalf of such beneficial owner(s)), or 

(V) any other form prescribed by applicable requirements of U.S. federal income tax 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 requirements of law to permit Borrower and the Administrative Agent to determine the withholding or
deduction required to be made. 

  
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 Each Secured Party shall, from time to time after the initial delivery by such Secured Party of the forms
described above, whenever a lapse in time, change in such Secured Party’s circumstances or change in applicable law renders such forms, certificates or other evidence so delivered expired, invalid, obsolete or inaccurate, promptly
(1) deliver to Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) renewals, amendments or additional or successor forms, properly completed and duly executed by such Secured Party, together
with any other certificate or statement of exemption required in order to confirm or establish such Secured Party’s status or that such Secured Party is entitled to an exemption from or reduction in U.S. federal withholding tax or
(2) notify Administrative Agent and Borrower of its inability to deliver any such forms, certificates or other evidence. 
 Notwithstanding
any other provision of this clause (f), a Secured Party shall not be required to deliver any form that such Secured Party is not legally eligible to deliver. 
 (g) [Reserved]. 
 (h) For the avoidance of doubt, any payments made by the
Administrative Agent to any Lender shall be treated as payments made by the applicable Loan Party. 
 (i) Solely for purposes of
this Section 2.17, the term “Loan Documents” shall not include the Secured Hedging Support Documents, the tax gross-up and tax indemnity obligations for which (if any) shall be addressed in such documents. 

Section 2.18 Substitution of Lenders. (a) Substitution Right. In the event that any Lender in any Facility that
is not an Affiliate of the Administrative Agent (an “Affected Lender”), (i) makes a claim under clause (b) (Increased Costs) or (c) (Increased Capital Requirements) of
Section 2.16, (ii) notifies the Borrower pursuant to Section 2.15(b) (Illegality) that it becomes illegal for such Lender to continue to fund or make any Eurodollar Rate Loan in such Facility, (iii) makes a
claim for payment pursuant to Section 2.17(b) or (d), (iv) becomes a Defaulting Lender with respect to such Facility, or (v) does not consent to any amendment, waiver or consent to any Loan Document for which the consent
of the Required Lenders has been obtained but that requires the consent of other Lenders in such Facility, the Borrower may substitute for such Affected Lender in such Facility any Lender or any Affiliate or Approved Fund of any Lender or any other
Person acceptable (which acceptance shall not be unreasonably withheld or delayed) to the Administrative Agent and, in the case of a Revolving Credit Lender and the L/C Issuer (in each case, a “Substitute Lender”); provided
that in the case of any such substitution resulting from a claim for compensation under Section 2.16 (b) or (c) or payments required to be made pursuant to Section 2.17 (b) or (d), such
substitution is reasonably expected to result in a reduction in such compensation or payments. Notwithstanding the foregoing, with respect to a Lender that is a Defaulting Lender, the Borrower may obtain a Substitute Lender and execute an Assignment
on behalf of such Defaulting Lender at any time and without prior notice to such Defaulting Lender and cause its Loans and Commitments to be sold and assigned at par. 
 (b) Procedure. To substitute such Affected Lender, the Borrower shall deliver a notice to the Administrative Agent and such Affected Lender. The effectiveness of such substitution shall be subject
to the delivery to the Administrative Agent by the Borrower (or, as may be applicable, by the Substitute Lender) of (i) payment for the account of such Affected Lender, of, to the extent accrued through, and outstanding on, the effective date
for such substitution, all Obligations owing to such Affected Lender with respect to such Facility (including those that will be owed because of such payment and all Obligations that would be owed to such Lender if it was solely a Lender in such
Facility), (ii) in the case of a payment in full of the Obligations owing to such Affected Lender in the Revolving Credit 

  
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Facility, payment of any amount that, after giving effect to the termination of the Commitment of such Affected Lender, is required to be paid pursuant to Section 2.8(d) and 2.11 (as
if such date was the Revolving Credit Termination Date), and (iii) (A) payment of the assignment fee set forth in Section 11.2(c), and (B) an assumption agreement in form and substance satisfactory to the Administrative
Agent whereby the Substitute Lender shall, among other things, agree to be bound by the terms of the Loan Documents and assume the Commitment of the Affected Lender under such Facility. 

(c) Effectiveness. Upon satisfaction of the conditions set forth in clause (b) above, the Administrative Agent shall
record such substitution or payment in the Register, whereupon (i) in the case of any payment in full in any Facility, such Affected Lender’s Commitments in such Facility shall be terminated and (ii) in the case of any substitution in
any Facility, (A) the Affected Lender shall sell and be relieved of, and the Substitute Lender shall purchase and assume, all rights and claims of such Affected Lender under the Loan Documents with respect to such Facility, except that the
Affected Lender shall retain such rights expressly providing that they survive the repayment of the Obligations and the termination of the Commitments, (B) the Substitute Lender shall become a “Lender” hereunder having a Commitment in
such Facility in the amount of such Affected Lender’s Commitment in such Facility and (C) the Affected Lender shall execute and deliver to the Administrative Agent an Assignment to evidence such substitution and deliver any Note in its
possession with respect to such Facility; provided, that the failure of any Affected Lender to execute any such Assignment or deliver any such Note shall not render such sale and purchase (or the corresponding assignment) invalid. 

Section 2.19 Defaulting Lenders. 
 (a) Reallocation of Defaulting Lender Commitment, Etc. If a Revolving Credit Lender becomes, and during the period it remains, a Defaulting Lender, the following provisions shall apply with respect
to any obligations of such Defaulting Lender in respect of outstanding Letters of Credit: 
 (i) the obligations
of such Defaulting Lender in respect of outstanding Letters of Credit will, subject to the limitation in the proviso below, automatically be reallocated (effective on the day such Lender becomes a Defaulting Lender) among the Non-Defaulting Lenders
pro rata in accordance with their respective Revolving Credit Commitments; provided that (a) no Default or Event of Default shall be continuing at the time of such reallocation, (b) the sum of each Non-Defaulting
Lender’s total obligations in respect of outstanding Revolving Loans and Letters of Credit may not in any event exceed the Revolving Credit Commitment of such Non-Defaulting Lender as in effect at the time of such reallocation and
(c) neither such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto will constitute a waiver or release of any claim the Borrower, the Administrative Agent, the L/C Issuer or any other Lender may have against such
Defaulting Lender or cause such Defaulting Lender to be a Non-Defaulting Lender; 
 (ii) to the extent that any
portion (the “unreallocated portion”) of the Defaulting Lender’s obligations in respect of outstanding Letters of Credit cannot be so reallocated, by reason of the proviso in clause (i) above, the Borrower will, not later
than five Business Days after demand by the Administrative Agent (at the direction of the L/C Issuer), Cash Collateralize the obligations of the Borrower to the L/C Issuer in respect of such Letters of Credit in an amount at least equal to the
aggregate amount of the unreallocated portion of such Defaulting Lender’s obligations in respect thereof; and 
 (iii) any amount paid by the Borrower for the account of a Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or
distributed to such Defaulting Lender, but will instead be 

  
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retained by the Administrative Agent in a segregated non-interest bearing account until (subject to Section 2.19(d)) the termination of the Commitments and payment in full of all
obligations of the Borrower hereunder and will be applied by the Administrative Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first to the payment of any amounts
owing by such Defaulting Lender to the Administrative Agent under this Agreement, second to the payment of any amounts owing by such Defaulting Lender to the L/C Issuer under this Agreement, third to the payment of post-default
interest and then current interest due and payable to the Lenders hereunder other than Defaulting Lenders, ratably among them in accordance with the amounts of such interest then due and payable to them, fourth to the payment of fees then due
and payable to the Non-Defaulting Lenders hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fifth to pay principal and unreimbursed Letter of Credit participations funded by, and then due
and payable to, the Non-Defaulting Lenders hereunder ratably in accordance with the amounts thereof then due and payable to them, sixth to the ratable payment of other amounts then due and payable to the Non-Defaulting Lenders, and
seventh after the termination of the Commitments and payment in full of all obligations of the Borrower hereunder, to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise
direct. 
 (b) Right to Give Drawdown Notices. In furtherance of the foregoing, if any Lender becomes, and during the
period it remains, a Defaulting Lender, the L/C Issuer is hereby authorized by the Borrower (which authorization is irrevocable and coupled with an interest) to give, in its discretion, through the Administrative Agent, Notices of Borrowing pursuant
to Section 2.2 in such amounts and in such times as may be required to (i) reimburse an outstanding L/C Reimbursement Obligation and/or (ii) Cash Collateralize the obligations of the Borrowers in respect of outstanding Letters
of Credit in an amount at least equal to the aggregate amount of the obligations (contingent or otherwise) of such Defaulting Lender in respect of such Letter of Credit. 
 (c) Termination of Defaulting Lender Commitment. The Borrower may terminate the unused amount of the Commitment of a Defaulting Lender upon not less than three Business Days’ prior notice to
the Administrative Agent (which will promptly notify the Lenders thereof), and in such event the provisions of Section 2.19(a)(iii) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender that
is a Lender under this Agreement (in each case whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the
Administrative Agent, the L/C Issuer or any Lender may have against such Defaulting Lender. 
 (d) Cure. If the Borrower,
the Administrative Agent and the L/C Issuer agree in writing in their discretion that a Lender that is a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as
of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.19(a)), such Lender
will, to the extent applicable, purchase such portion of outstanding Loans of the other Lenders and/or make such other adjustments as the Administrative Agent may determine to be necessary to cause each Lender’s obligations in respect of
outstanding Revolving Loans and Letters of Credit to be on a pro rata basis in accordance with their respective Revolving Credit Commitments, whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting
Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Lender was a Defaulting Lender; and provided further, that except to the
extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a
Defaulting Lender. 

  
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 ARTICLE III 
 CONDITIONS TO LOANS AND LETTERS OF CREDIT 
 Section 3.1 Conditions
Precedent to Initial Loans and Letters of Credit. The obligation of each Lender to make any Loan on the Closing Date and the obligation of the L/C Issuer to Issue any Letter of Credit on the Closing Date is subject to the satisfaction or due
waiver of each of the following conditions precedent on or before the Closing Date: 
 (a) Certain Documents. The
Administrative Agent and the Collateral Agent shall have received on or prior to the Closing Date each of the following, each dated the Closing Date unless otherwise agreed by the Administrative Agent, in form and substance reasonably satisfactory
to the Administrative Agent, the Collateral Agent and each Lender: 
 (i) this Agreement duly executed by each
Loan Party and, for the account of each Lender having requested the same by notice to the Administrative Agent and the Borrower received by each at least 3 Business Days prior to the Closing Date (or such later date as may be agreed by the
Borrower), Notes in each applicable Facility conforming to the requirements set forth in Section 2.14(e); 
 (ii) the Guaranty and Security Agreement and any intellectual property security agreements, duly executed by each Loan Party, together with (A) copies of UCC and other appropriate search reports and
of all effective prior filings listed therein, together with evidence of the termination of such prior filings and other documents with respect to the priority of the security interest of the Collateral Agent in the Collateral, in each case as may
be reasonably requested by the Collateral Agent, and (B) all documents representing all Securities being pledged pursuant to such Guaranty and Security Agreement and related undated powers or endorsements duly executed in blank; 

(iii) duly executed favorable opinions of counsel to the Loan Parties in New York, Delaware and Texas, each addressed to
the Agents, the Arrangers, the L/C Issuer and the Lenders and addressing such matters as the Administrative Agent may reasonably request and in form and substance reasonably satisfactory to the Administrative Agent; 

(iv) a copy of each Constituent Document of each Loan Party that is on file with any Governmental Authority in any
jurisdiction, certified as of a recent date by such Governmental Authority, together with, if applicable, certificates attesting to the good standing of such Loan Party in such jurisdiction and each other jurisdiction where such Loan Party is
qualified to do business as a foreign entity or where such qualification is necessary (and, if appropriate in any such jurisdiction, related tax certificates); 
 (v) a certificate of the secretary, assistant secretary, or other similar officer of each Loan Party certifying (A) as to the names and signatures of each officer of such Loan Party authorized to
execute and deliver any Loan Document, (B) that the Constituent Documents of such Loan Party attached to such certificate are complete and correct copies of such Constituent Documents as in effect on the date of such certification (or, for any
such Constituent Document delivered pursuant to clause (iv) above, that there have been no changes from such Constituent Document so delivered), and (C) as to the resolutions of such Loan Party’s board of directors or other
appropriate governing body approving and authorizing the execution, delivery and performance of each Loan Document to which such Loan Party is a party; 

  
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 (vi) a certificate of a Responsible Officer of the Borrower to the effect
that each condition set forth in Sections 3.1(c), (d) and (e) (and, with respect to such certificate, delivered on the date of the initial funding of the Term Loan, Sections 3.1(f), (g) and
(h)) and Sections 3.2(b) and (d) has been satisfied; 
 (vii) insurance certificates in
form and substance satisfactory to the Administrative Agent and Collateral Agent demonstrating that the insurance policies required by Section 7.5 are in full force and effect and have all endorsements required by such
Section 7.5; 
 (viii) the Perfection Certificate and all other documents listed in, and required to
be delivered on or prior to the Closing Date pursuant to, the Schedule of Documents attached hereto as Exhibit 3.1(a) (notwithstanding anything to the contrary, no landlord waivers nor collateral access agreements shall be required with
respect to any property or facility leased by any Loan Party); 
 (ix) all Indebtedness permitted to be incurred
pursuant to Section 8.1(e) shall be evidenced by a promissory note or instrument and shall have been pledged pursuant to the Guaranty and Security Agreement and the Collateral Agent shall have received all such promissory notes or
instruments, together with note powers or other instruments of transfer with respect thereto endorsed in blank; 

(x) evidence satisfactory to the Collateral Agent that Borrower has retained, at its sole cost and expense, a service
provider acceptable to the Collateral Agent for the tracking of all of UCC financing statements of Borrower and the Guarantors and that will provide notification to the Collateral Agent of, among other things, the upcoming lapse or expiration
thereof; and 
 (xi) evidence that each Loan Party shall have taken or caused to be taken such actions, including
with respect to filings or recordings, reasonably requested by the Collateral Agent with respect to collateral matters. 
 (b)
Fee and Expenses. There shall have been paid to the Administrative Agent, for the respective accounts of the Agents, the Arrangers, the L/C Issuer and the Lenders, as the case may be, all fees and all reimbursements of costs or expenses, in
each case due and payable under any Loan Document on or before the Closing Date. 
 (c) Consents. On the Closing Date all
requisite material governmental approvals and third party consents and other authorizations necessary in connection with the consummation of the transactions contemplated in the Loan Documents shall have been obtained and shall be in effect.

 (d) Financial Statements. The Administrative Agent and Lenders shall have received (in form reasonably satisfactory to
the Administrative Agent and each Lender) (i) on or prior to the Closing Date, (A) audited Consolidated balance sheets of the Borrower at January 31, 2010, and the related audited statements of income and cash flows for the Fiscal
Year then ended, (B) unaudited Consolidated balance sheets of the Borrower at July 31, 2010 and, if available, at any subsequent date, and the related unaudited statements of income and cash flows for the Fiscal Quarter then ended,
(C) the Projections, and (ii) on or prior to the Closing Date, a pro forma Consolidated balance sheet based on the unaudited Consolidated balance sheet of the Borrower, dated as of July 31, 2010, giving effect on a Pro Forma Basis to
the Dividend and (D) to the extent unaudited Consolidated balance sheets and statements of income and cash flows of Borrower at October 31, 2010 are not available, monthly flash reports for the month ending October 31, 2010.


  
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 (e) Regulatory Information. On or prior to 5 days before the Closing Date, each Loan
Party shall have provided the documentation and other information to the Administrative Agent that is required by regulatory authorities under applicable “know your customer” and anti-money-laundering rules and regulations, including,
without limitation, the Patriot Act. 
 (f) No Material Adverse Effect. Since January 31, 2010, there have been no
events, circumstances, or developments that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. 
 (g) No Other Indebtedness. On the Closing Date, no Group Member shall have outstanding any Indebtedness other than (i) the Loans hereunder, (ii) Indebtedness set forth on Schedule
8.1, and (iii) Indebtedness that complies with Section 8.1(e). 
 (h) Solvency Certificate. The
Lenders shall have received a solvency certificate substantially in the form of Exhibit 3.1(h) and signed by the chief financial officer of the Borrower and of Parent, and attaching thereto supporting detail therefor reasonably satisfactory
to the Administrative Agent. 
 (i) Organizational and Capital Structure. The organizational structure and capital
structure of Parent and its Subsidiaries shall be set forth on Schedule 3.1. 
 (j) Letter of Direction. The
Administrative Agent and the Arrangers shall have received a duly executed letter of direction from Borrower addressed to the Administrative Agent and the Arrangers, on behalf of itself and Lenders, directing the disbursement on the Closing Date of
the proceeds of the Loans made on such date. 
 Section 3.2 Conditions Precedent to Each Loan and Letter of Credit.
The obligation of each Lender on any date (including the Closing Date) to make any Loan and of the L/C Issuer on any date (including the Closing Date) to Issue any Letter of Credit is subject to the satisfaction of each of the following conditions
precedent: 
 (a) Request. The Administrative Agent (and, in the case of any Issuance, the relevant L/C Issuer) shall
have received, to the extent required by Article II, a written, timely and duly executed and completed Notice of Borrowing or L/C Request, as applicable. 
 (b) Representations and Warranties. At the time of and immediately after giving effect to such Loan or, as applicable, such Issuance, the representations and warranties set forth in Article IV and
in the other Loan Documents shall be true and correct in all material respects (provided that if any representation or warranty is by its terms qualified by concepts of materiality, such representation shall be true and correct in all respects) on
and as of such date with the same effect as though made on such date, except to the extent such representations and warranties expressly related to an earlier date (in which case such representations and warranties shall have been true and correct
in all material respects (provided that if any representation or warranty is by its terms qualified by concepts of materiality, such representation shall be true and correct in all respects) as of such earlier date). 

(c) Pro Forma Compliance. With respect to any Borrowing of Term Loans after the Closing Date, the Borrower shall be in compliance
on a Pro Forma Basis with the Financial Performance Covenants as of the last day of the last Fiscal Quarter for which Financial Statements have been delivered hereunder after giving effect to such Borrowing and the application of the proceeds
therefrom. 

  
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 (d) No Defaults. At the time of and immediately after giving effect to such Loan or,
as applicable such Issuance, no Default shall be continuing. 
 The representations and warranties set forth in any Notice of Borrowing or L/C
Request (or any certificate delivered in connection therewith) shall be deemed to be made again on and as of the date of the relevant Loan or Issuance and the acceptance of the proceeds thereof or of the delivery of the relevant Letter of Credit.

 Section 3.3 Defaulting Lenders. In addition to the other conditions precedent herein set forth, if any Lender
becomes, and during the period it remains, a Defaulting Lender, the L/C Issuer will not be required to issue any Letter of Credit or to amend any outstanding Letter of Credit unless the L/C Issuer is satisfied that any exposure that would result
therefrom is eliminated or fully covered by the Commitments of the Non-Defaulting Lenders or by Cash Collateralization or a combination thereof satisfactory to the L/C Issuer. 
 Section 3.4 Determinations of Initial Borrowing Conditions. For purposes of determining compliance with the conditions specified in Section 3.1, each Lender shall be deemed to be
satisfied with each document and each other matter required to be satisfactory to such Lender unless, prior to the Closing Date (or, in the case of any Term Loan made following the Closing Date, the date thereof), the Administrative Agent receives
notice from such Lender specifying such Lender’s objections and such Lender has not made available its Pro Rata Share of any Borrowing scheduled to be made on the Closing Date (or, in the case of any Term Loan made following the Closing Date,
the date thereof). 
 ARTICLE IV 
 REPRESENTATIONS AND WARRANTIES 
 To induce the Lenders, the L/C Issuer and each
Agent to enter into the Loan Documents, each of Parent and the Borrower (and, to the extent set forth in any other Loan Document, each other Loan Party) represents and warrants to each of them each of the following on and as of the Closing Date, the
date of each Borrowing and the date of each Issuance of a Letter of Credit: 
 Section 4.1 Corporate Existence;
Compliance with Law. Each Group Member (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) is duly qualified to do business as a foreign entity and in good standing
under the laws of each jurisdiction where such qualification is necessary, except where the failure to be so qualified or in good standing would not, in the aggregate, reasonably be expected to have a Material Adverse Effect, (c) has all
requisite power and authority to own, pledge, mortgage and operate its property, to lease or sublease any property it operates under lease or sublease and to conduct its business as now or currently proposed to be conducted, except where the failure
to have such power or authority would not reasonably be expected to have a Material Adverse Effect, (d) is in compliance with its Constituent Documents, (e) is in compliance with all applicable Requirements of Law (other than Environmental
Laws, which are subject to Section 4.14), except where the failure to be in compliance would not reasonably be expected to have a Material Adverse Effect and (f) has made all necessary filings with, and has given all necessary
notices to, each Governmental Authority having jurisdiction, to the extent required for such ownership, lease, sublease, operation, occupation or conduct of business, including reimbursement by each Governmental Authority, except where the failure
to make such filings or give such notices would not, in the aggregate, reasonably be expected to have a Material Adverse Effect. 

  
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 Section 4.2 Loans. (a) Power and Authority. The execution, delivery
and performance by each Loan Party of the Loan Documents to which it is a party and the consummation of the transactions contemplated therein (i) are within such Loan Party’s corporate or similar powers and, at the time of execution
thereof, have been duly authorized by all necessary corporate and similar action (including, if applicable, consent of holders of its Securities), (ii) do not (A) contravene such Loan Party’s Constituent Documents, (B) violate
any applicable Requirement of Law, (C) conflict with, contravene, constitute a default or breach under, or result in or permit the termination or acceleration of, any Contractual Obligation of any Loan Party or any of its Subsidiaries
(including other Loan Documents) or any order, judgment or decree of any Governmental Authority, other than those that would not, in the aggregate, reasonably be expected to have a Material Adverse Effect or (D) result in the imposition of any
Lien (other than a Permitted Lien) upon any property of any Loan Party or any of its Subsidiaries and (iii) do not require any Permit of, or filing with, any Governmental Authority or any consent of, or notice to, any Person, other than
(A) the filing of UCC financing statements, (B) filings with the United States Copyright Office and comparable offices in foreign jurisdictions and equivalent filings in foreign jurisdictions, (C) recordation of the Mortgages, if any,
(D) such as have been made or obtained and are in full force and effect, (E) those as to which the failure to be obtained or made would not, in the aggregate, reasonably be expected to have a Material Adverse Effect, and (F) filings
or other actions listed on Schedule 4.2. 
 (b) Due Execution and Delivery. From and after its delivery to the
Administrative Agent, each Loan Document has been duly executed and delivered to the other parties thereto by each Loan Party party thereto, is the legal, valid and binding obligation of such Loan Party and is enforceable against such Loan Party in
accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity
(regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) any implied covenants of good faith and fair dealing. 
 Section 4.3 Subsidiaries. (a) Set forth on Schedule 4.3 is a complete and accurate list showing, as of the Closing Date, for each Group Member and each joint venture of any of
them, its jurisdiction of organization, the number of shares of each class of Stock authorized (if applicable), the number outstanding on the Closing Date and the number and percentage of the outstanding shares of each such class owned (directly or
indirectly) by Parent. All outstanding Stock of each of them has been validly issued, is fully paid and non-assessable (to the extent applicable) and is owned beneficially and of record by a Group Member (or, in the case of the Borrower, Parent)
free and clear of all Liens other than the security interests created by the Loan Documents and, in the case of joint ventures, Permitted Liens. There are no Stock Equivalents with respect to the Stock of any Group Member or any Subsidiary of any
Group Member or any joint venture of any of them, as of the Closing Date, except as set forth on Schedule 4.3. 
 (b) As
of the Closing Date, there are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments (other than stock options in Parent or any direct or indirect parent of Parent granted to employees or directors and
directors’ qualifying shares in Parent or any direct or indirect parent of Parent) of any nature relating to any Stock of Parent, the Borrower or any of the Subsidiaries, except as set forth on Schedule 4.3. 

Section 4.4 Financial Statements. (a) Each of (i) the audited Consolidated balance sheet of the Borrower as at
January 31, 2010 and the related Consolidated statements of income and cash flows of the Borrower for the Fiscal Year then ended, certified by BDO Seidman, LLP and (ii) subject to the absence of footnote disclosure and normal recurring
year-end audit adjustments, the unaudited Consolidated balance sheets of the Borrower as at July 31, 2010 and the related Consolidated statements of income and cash flows of the Borrower for the six months then ended, copies of each of which
have been furnished to the Administrative Agent, fairly present in all material respects the Consolidated financial position, results of operations and cash flow of the Borrower as at the dates indicated and for the periods indicated in accordance
with GAAP. 

  
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 (b) None of the Borrower or its Subsidiaries has any material liability or other obligation
(including Guaranty Obligations), contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments that are not reflected in the financial statements referred to in clause (a)(i). During the
period from January 31, 2010 to and including the Closing Date there has been no disposition or acquisition by the Borrower or any of the Subsidiaries of any material part of its business or property that is not reflected in the financial
statements referred to in clause (a)(i) above. 
 (c) The unaudited pro forma Consolidated balance sheet of the Borrower
delivered to the Administrative Agent on or prior to the Closing Date has been prepared as of July 31, 2010 and reflects as of such date on a Pro Forma Basis for the Dividend and the other transactions contemplated herein to occur on the
Closing Date, the Consolidated financial condition of the Borrower, and the assumptions expressed therein are reasonable based on the information available to the Borrower at such date and on the Closing Date (it being understood that such
assumptions are based on good faith estimates of certain items and the actual amount of such items on the Closing Date is subject to change). 
 Section 4.5 Material Adverse Effect. Since January 31, 2010, there have been no events, circumstances, or developments that would, individually or in the aggregate, reasonably be expected
to have a Material Adverse Effect. 
 Section 4.6 Solvency. Both immediately before and immediately after giving
effect to (a) the Loans and Letters of Credit made or Issued on or prior to the date this representation and warranty is made, (b) the disbursement and use of the proceeds of such Loans (including the payment of the Dividend) and
(c) the payment and accrual of all transaction costs in connection with the foregoing, both the Loan Parties taken as a whole and each Loan Party (other than any Immaterial Subsidiary) individually are Solvent. The Borrower has delivered to the
Administrative Agent copies of all written analyses, evaluations and opinions with respect to the solvency of the Borrower and of Parent both immediately before and immediately after giving effect to the payment of the Dividend that was provided to
or presented to the board of directors of the Borrower and the sole member of Parent. 
 Section 4.7 Litigation.
There are no pending (or, to the knowledge of Parent and any Group Member, threatened in writing) actions, investigations, suits, proceedings or arbitrations, affecting Parent or any of its Subsidiaries or any property of Parent or any of its
Subsidiaries at law or at equity, or with, by or before any Governmental Authority that involve the Obligations, the Loan Documents, the Letters of Credit and the other transactions contemplated therein, or that would reasonably be expected to have,
in the aggregate, a Material Adverse Effect. No Group Member is subject to or in default with respect to any final judgments, writs, injunctions, decrees, rules or regulations of any court or any federal, state, municipal or other governmental
department, commission, board, bureau, agency or instrumentality, domestic or foreign, that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. 

Section 4.8 Taxes. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse
Effect, all federal, state, local and foreign income and other tax returns, reports and statements (collectively, the “Tax Returns”) required to be filed by each Tax Affiliate have been timely filed with the appropriate Governmental
Authorities in all jurisdictions in which such Tax Returns are required to be filed, all such Tax Returns are true and correct in all respects, and each Tax Affiliate has timely paid all taxes reflected therein or otherwise due and payable
(including in its capacity as a withholding agent) except for those taxes which are being contested in good faith by 

  
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appropriate proceedings diligently conducted and for which adequate reserves are maintained on the books of the appropriate Tax Affiliate in accordance with GAAP. Except as would not,
individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, no Tax Return is under audit or examination by any Governmental Authority and no notice of such an audit or examination or any assertion of any claim for
Taxes has been given or made by any Governmental Authority. 
 Section 4.9 Margin Regulations. Neither Parent nor
any Group Member (i) owns, and no proceeds of any Loan or other extensions of credit hereunder will be used for the purpose of buying or carrying, margin stock (within the meaning of Regulation U of the Federal Reserve Board) or (ii) is
engaged principally, or as one of its important activities, in the business of extending credit to others for the purpose of purchasing or carrying any such margin stock in contravention of the provisions of the regulations of the Federal Reserve
Board, including Regulation U or X of the Federal Reserve Board. No Group Member owns any margin stock. 
 Section 4.10
No Burdensome Obligations; No Defaults. Neither Parent nor any Group Member is a party to any Contractual Obligation, nor does any Group Member have Constituent Documents containing obligations, and, to the knowledge of any Group Member,
there are no applicable Requirements of Law, in each case the compliance with which would reasonably be expected to have, in the aggregate, a Material Adverse Effect. No Group Member (and, to the knowledge of each Group Member, no other party
thereto) is in default under or with respect to any Contractual Obligation of any Group Member, other than those that would not, in the aggregate, reasonably be expected to have a Material Adverse Effect. 

Section 4.11 Investment Company Act. No Group Member (i) is a “registered investment company” or a company
“controlled” by a “registered investment company” or a “principal underwriter” of a “registered investment company” as such terms are defined in, or subject to regulation under, the Investment Company Act of
1940 or (ii) is subject to regulation under the Federal Power Act or under any other federal or state statute or regulation which may limit its ability to incur Indebtedness or which may otherwise render all or any portion of the Obligations
unenforceable. 
 Section 4.12 Labor Matters. There are no strikes, work stoppages, slowdowns or lockouts existing,
pending (or, to the knowledge of any Group Member, threatened) against or involving any Group Member, except for those that would not, in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule
4.12, as of the Closing Date, (a) there is no collective bargaining or similar agreement with any union, labor organization, works council or similar representative covering any employee of any Group Member, (b) no petition for
certification or election of any such representative is existing or pending with respect to any employee of any Group Member and (c) no such representative has sought certification or recognition with respect to any employee of any Group
Member. 
 Section 4.13 ERISA. Schedule 4.13 sets forth, as of the Closing Date, a complete and correct list
of, and that separately identifies, (a) all Title IV Plans, (b) all Multiemployer Plans and (c) all material Benefit Plans. Except for those that would not, in the aggregate, reasonably be expected to have a Material Adverse Effect,
(i) each Benefit Plan is in compliance with applicable provisions of ERISA, the Code and other Requirements of Law, (ii) there are no existing or pending (or to the knowledge of any Group Member, threatened) claims (other than routine
claims for benefits in the normal course), sanctions, actions, lawsuits or other proceedings or investigations involving any Benefit Plan to which any Group Member incurs or otherwise has or would be reasonably likely to have an obligation or any
Liability, (iii) no ERISA Event has occurred or, to the knowledge of any Group Member, is reasonably expected to occur, (iv) as of the Closing Date, no ERISA Event has occurred in connection with which obligations and liabilities
(contingent or otherwise) of any ERISA Affiliate remain outstanding, (v) no 

  
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Title IV Plan has an Unfunded Current Liability in excess of $1,000,000 million, and (vi) no ERISA Affiliate would have any Withdrawal Liability as a result of a complete withdrawal from any
Multiemployer Plan on the date this representation is made. 
 Section 4.14 Environmental Matters. Except as set
forth on Schedule 4.14, (a) the operations, property and facilities of each Group Member are and have been in compliance with all applicable Environmental Laws, including obtaining, maintaining and complying with all Permits required by
any applicable Environmental Law, other than non-compliances that, in the aggregate, would not reasonably be expected to have a Material Adverse Effect, (b) no Group Member is party to, and no Group Member and no property or facility currently
(or to the knowledge of any Group Member previously) owned, leased, operated, controlled or otherwise occupied by or for any Group Member is subject to or the subject of, any Contractual Obligation or any pending (or, to the knowledge of any Group
Member, threatened) order, action, investigation, suit, proceeding, audit, claim, demand, dispute or notice of violation or of potential liability or similar written notice under or pursuant to any Environmental Law other than those that, in the
aggregate, would not reasonably be expected to have a Material Adverse Effect, (c) no Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Liabilities has attached to any asset currently owned by any Group
Member and, to the knowledge of any Group Member, no facts, circumstances or conditions exist that would reasonably be expected to result in any such Lien attaching to any such assets, (d) no Group Member has caused or suffered to occur a
Release or threat of Release of Hazardous Materials at, on, under or from any property or facility currently owned, leased, operated or controlled by any Group Member and each such property and facility is free of contamination by any Hazardous
Materials except for such Release or contamination that could not reasonably be expected to have, in the aggregate, a Material Adverse Effect, (e) each Group Member has made available to the Administrative Agent copies of all existing material
environmental reports, reviews and audits and all material documents pertaining to actual or potential material Environmental Liabilities, in each case to the extent such reports, reviews, audits and documents are in its possession, custody or
control, and (f) no Group Member has caused the Release of any Hazardous Materials or is otherwise liable for any Remedial Action at any property owned or operated by any third-party, except for such Release or Remedial Action that could not
reasonably be expected to have, in the aggregate, a Material Adverse Effect. 
 Section 4.15 Intellectual Property.
Each Group Member owns or possesses, or is licensed to use, all Intellectual Property necessary for the present conduct of its business, without any conflict (of which the Borrower has been notified in writing) with the rights of others, and free
from any burdensome restrictions on the present conduct of the Business, except where such conflicts and restrictions would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. 

Section 4.16 Title; Real Property. (a) Each Group Member has good and marketable fee simple title to or valid leasehold
interests in, or easements or other limited property interests in, all its real properties (including all owned real property subject to a Mortgage) except, with regards to owned real property, for defects in title that do not materially
(x) interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes or (y) impair the value of such properties and assets and owns all personal property that is
purported to be owned by it, and except where the failure to have such title would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and none of such properties is subject to any Liens, except for
Permitted Liens. Each Group Member has valid title to, or leases or other rights to use, its personal property, except for such failures as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except
for the Lien granted to the Collateral Agent pursuant to the Loan Documents and other Permitted Liens, each Group Member owns their respective personal property free and clear of any and all Liens of others. 

  
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 (b) No Casualty Event. Neither the Borrower nor any of its Subsidiaries has received
any notice of, nor has any knowledge of, the occurrence or pendency of any Property Loss Event affecting all or any portion of its property. No Mortgage encumbers improved real property that is located in an area that has been identified by the
Secretary of Housing and Urban Development as an area having special flood hazards within the meaning of the National Flood Insurance Act of 1968 unless flood insurance available under such Act has been obtained in accordance (and to the extent
required by) with Section 7.5. 
 (c) Mortgages. Each Mortgage is effective to create, in favor of the
Collateral Agent, for its benefit and the benefit of the Secured Parties, a legal, valid and enforceable first priority Lien on, and security interest in, all of the applicable Loan Party’s right, title and interest in and to the owned real
property encumbered by such Mortgage and the proceeds thereof, subject only to Permitted Liens or other Liens acceptable to the Administrative Agent and the Collateral Agent, and when the Mortgages are filed in the applicable offices specified on
Schedule 6 to the Perfection Certificate (or, in the case of any Mortgage executed and delivered after the date hereof in accordance with the provisions of Section 7.10, when such Mortgage is filed in the offices specified in the local
counsel opinion delivered with respect thereto in accordance with the provisions of Section 7.10), such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Party in the
real property encumbered by a Mortgage and the proceeds thereof, in each case prior and superior in right to any other person, other than Liens permitted by such Mortgage. 
 (d) Set forth on Schedule 4.16 is, as of the Closing Date, (i) a complete and accurate list of all real property owned in fee simple by any Group Member or in which any Group Member owns a
leasehold interest setting forth, for each such real property, the current street address (including, where applicable, county, state and other relevant jurisdictions), the record owner thereof (for any such owned real property) and (ii) for
each such owned real property that the Administrative Agent has requested be subject to a Mortgage or that is otherwise material to the business of any Group Member, each Contractual Obligation by any Group Member, whether contingent or otherwise,
to Sell such real property. 
 Section 4.17 Full Disclosure. The information (other than projections, estimates and
information of a general economic nature) prepared or furnished by or on behalf of any Group Member in connection with any Loan Document (including the information contained in any Financial Statement or Disclosure Document) or the consummation of
any other transaction contemplated therein, when taken as a whole as of the Closing Date, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in light of the
circumstances when made, not misleading. The Projections and estimates and information of a general economic nature prepared by or on behalf of any Group Member or any of its representatives and that have been made available to any Lenders or any
Agent in connection with any Loan Document (i) have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof for the periods set forth therein (it being understood that actual results
may vary materially from the Projections), (ii) as of the date such Projections, estimates and information were furnished to the Lenders and as of the Closing Date, reflect the contemplated related estimates by the Borrower of the future
Consolidated financial performance of the Borrower and the other information projected therein for the periods set forth therein and (iii) as of the Closing Date, have not been modified in any material respect by the Borrower. 

Section 4.18 Permits. The Group Members hold all Permits required to conduct the Business as it is now being conducted. All
Permits are valid, in force and effect, and unimpaired, except for such Permits, the absence of which would not reasonably be expected to have a Material Adverse Effect. 

  
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 Section 4.19 Anti-Terrorism Laws. No Loan Party or any of its Affiliates or
principals is in violation of any Requirement of Law relating to terrorism, sanctions or money laundering (collectively, “Anti-Terrorism Laws”), including Executive Order No. 13224 on Terrorist Financing, effective
September 24, 2001 (the “Executive Order”), and the Patriot Act. No part of the proceeds of the Loans will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of
a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of
1977, as amended. 
 Section 4.20 Insurance. Set forth on Schedule 4.20 is, as of the Closing Date, a
complete and accurate, in all material respects, list of all material insurance policies maintained by each Loan Party, as well as a listing of the deductibles, coverage limits and term of each such policy. 

ARTICLE V 

FINANCIAL COVENANTS 
 As of the dates and during the periods set forth below, the Borrower (and, to the extent set forth in any other Loan Document, each other Loan Party) agrees with the Lenders, the L/C Issuer and each Agent
to each of the following, as long as any Obligation or any Commitment remains outstanding: 
 Section 5.1 Maximum
Consolidated Leverage Ratio. The Borrower shall not have, on the last day of each Fiscal Quarter set forth below, beginning with the Fiscal Quarter ending January 29, 2011, a Consolidated Leverage Ratio greater than the ratio set forth
below for such Fiscal Quarter: 
  

			
	 Fiscal Quarter
Ending                                        
            
	 	            Ratio       
     
	 January 29, 2011
	 	4.50 to 1.00
	 April 30, 2011
	 	4.50 to 1.00
	 July 31, 2011
	 	4.25 to 1.00
	 October 31, 2011
	 	4.25 to 1.00
	 January 28, 2012
	 	4.00 to 1.00
	 April 30, 2012
	 	3.75 to 1.00
	 July 31, 2012
	 	3.75 to 1.00
	 October 31, 2012
	 	3.50 to 1.00
	 February 2, 2013
	 	3.25 to 1.00
	 April 30, 2013 and thereafter
	 	3.00 to 1.00

 Section 5.2 Maximum Senior Leverage Ratio. The Borrower shall not have, on the last day of
each Fiscal Quarter set forth below, beginning with the Fiscal Quarter ending January 29, 2011, a Senior Leverage Ratio greater than the ratio set forth below for such Fiscal Quarter: 

 

			
	 Fiscal Quarter
Ending                                        
            
	 	            Ratio       
     
	 January 29, 2011
	 	3.50 to 1.00
	 April 30, 2011
	 	3.50 to 1.00
	 July 31, 2011
	 	3.25 to 1.00
	 October 31, 2011
	 	3.25 to 1.00
	 January 28, 2012
	 	3.00 to 1.00
	 April 30, 2012
	 	2.75 to 1.00
	 July 31, 2012
	 	2.75 to 1.00
	 October 31, 2012
	 	2.50 to 1.00
	 February 2, 2013
	 	2.25 to 1.00
	 April 30, 2013 and thereafter
	 	2.00 to 1.00


  
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 Section 5.3 Minimum Consolidated Fixed Charge Coverage Ratio. The Borrower shall
not have, on the last day of each Fiscal Quarter set forth below, beginning with the Fiscal Quarter ending October 31, 2011, a Consolidated Fixed Charge Coverage Ratio for the four Fiscal Quarter period ending on such day less than the ratio
set forth below: 
  

			
	 Fiscal Quarter
Ending                                        
            
	 	            Ratio       
     
	 October 31, 2011
	 	1.0 to 1.0
	 January 28, 2012
	 	1.1 to 1.0
	 April 30, 2012
	 	1.1 to 1.0
	 July 31, 2012
	 	1.1 to 1.0
	 October 31, 2012
	 	1.1 to 1.0
	 February 2, 2013
	 	1.3 to 1.0
	 April 30, 2013 and thereafter
	 	2.0 to 1.0

 Section 5.4 Interpretation of Financial Covenants. For purposes of determining compliance
with the Financial Performance Covenants, any investment made in the Borrower by Parent (which investment shall be made through the issuance by Borrower of common equity or Permitted Cure Securities to Parent) within 10 days after the day on which
Financial Statements are required to be delivered in respect of the relevant Fiscal Quarter will, at the request of the Borrower made at the time of such investment, be included in the calculation of Consolidated EBITDA solely for the purposes of
determining compliance with the Financial Performance Covenants at the end of such Fiscal Quarter and applicable subsequent periods (any such investment so included in the calculation of Consolidated EBITDA, a “Specified Equity
Contribution”); provided, that (a) in any period of four consecutive Fiscal Quarters there shall be a period of at least two consecutive Fiscal Quarters in which no Specified Equity Contribution is made and there shall be no
more than four Specified Equity Contributions during the term of this Agreement, (b) in any period of eight consecutive Fiscal Quarters there shall be a period of at least four consecutive Fiscal Quarters during which no Specified Equity
Contribution is made, (c) the amount of any Specified Equity Contribution shall be not exceed the amount required to cause the Borrower to be in compliance with such Financial Performance Covenants and (d) the Specified Equity
Contribution, and the repayment of any Loans required in connection therewith, shall be disregarded for purposes of determining any items in this Agreement (including basket sizes and ratios). 

ARTICLE VI 

REPORTING COVENANTS 
 The Borrower (and, to the extent set forth in any other Loan Document, each other Loan Party) agrees with the Lenders, the L/C Issuer and each Agent to each of the following, as long as any Obligation or
any Commitment remains outstanding: 
 Section 6.1 Financial Statements. The Borrower shall deliver to the
Administrative Agent each of the following: 
 (a) Quarterly Reports. As soon as available, and in any event within 50
days after the end of each of the first three Fiscal Quarters of each Fiscal Year, commencing with the Fiscal Quarter 

  
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ending October 31, 2010, the Consolidated unaudited balance sheet of the Borrower as of the close of such Fiscal Quarter and related Consolidated statements of income and cash flow for such
Fiscal Quarter and that portion of the Fiscal Year ending as of the close of such Fiscal Quarter, setting forth in comparative form the figures for the corresponding period in the prior Fiscal Year and the corresponding portion of the previous
Fiscal Year, all in reasonable detail, in each case certified by a Responsible Officer of the Borrower as fairly presenting in all material respects the Consolidated financial position, results of operations and cash flow of the Borrower as at the
dates indicated and for the periods indicated in accordance with GAAP (subject to the absence of footnote disclosure and normal year-end audit adjustments). 
 (b) Annual Reports. As soon as available, and in any event within 100 days after the end of each Fiscal Year, the Consolidated balance sheet of the Borrower as of the end of such year and related
Consolidated statements of income, stockholders’ equity and cash flow for such Fiscal Year, each prepared in accordance with GAAP, together with the following: (i) an opinion by the Group Members’ Accountants that (x) such
Consolidated Financial Statements fairly present in all material respects the Consolidated financial position, results of operations and cash flow of the Borrower as at the dates indicated and for the periods indicated therein in accordance with
GAAP without qualification with respect to going concern or scope of audit or any like qualifications, and (y) in the course of the regular audit of the businesses of the Borrower and its Subsidiaries, which audit was conducted in accordance
with (x) at any time prior to a Qualified IPO, the standards of the American Institute of Certified Public Accountants and (y) thereafter, the standards of the United States’ Public Company Accounting Oversight Board (or any successor
entity), such Group Members’ Accountants have obtained no knowledge that a Default in respect of the Financial Performance Covenants is continuing or, if in the opinion of such Group Members’ Accountants such a Default is continuing, a
statement as to the nature thereof (which statement may be limited to accounting matters and may disclaim responsibility for legal interpretations); and (ii) a summary of such financial statements setting forth in comparative form the
corresponding figures for the prior Fiscal Year, certified by a Responsible Officer of the Borrower as fairly presenting in all material respects the Consolidated financial position, results of operations and cash flow of the Borrower for such
Fiscal Year in accordance with GAAP. 
 (c) Compliance Certificate. Together with each delivery of any Financial
Statements pursuant to clause (a) or (b) above, a Compliance Certificate duly executed by a Responsible Officer of the Borrower that, among other things, (i) for each Fiscal Quarter beginning with the Fiscal Quarter
ended January 29, 2011, shows in reasonable detail the calculations used in determining the Consolidated Leverage Ratio, Senior Leverage Ratio and, if delivered together with any Financial Statement pursuant to
clause (b) above, the calculations used in determining Excess Cash Flow (including line items for each of the deductions and additions described in the definition thereof), (ii) for each Fiscal Quarter beginning with the
Fiscal Quarter ended October 31, 2011, shows in reasonable detail the calculations used in determining the Consolidated Fixed Charge Coverage Ratio, (iii) for each Fiscal Quarter beginning with the Fiscal Quarter ended January 29,
2011, demonstrates compliance with the Financial Performance Covenants (in the case of the Fixed Charge Coverage Ratio, beginning with the Fiscal Quarter ended October 31, 2011), (iv) shows in reasonable detail the calculation of the ratio
of (x) the amount of Consolidated Total Assets at the end of the applicable Fiscal Quarter to (y) the amount of Consolidated Total Assets as of October 31, 2010, and (v) states that no Default is continuing as of the date of
delivery of such Compliance Certificate or, if a Default is continuing, states the nature thereof and the action that the Borrower proposes to take with respect thereto. 
 (d) Corporate Chart and Other Collateral Updates. As part of the Compliance Certificate delivered pursuant to clause (c) above for Financial Statements delivered pursuant to
clause (b) above, each in form and substance satisfactory to the Administrative Agent, a certificate by a Responsible Officer of the Borrower that (i) the Corporate Chart attached thereto (or the last Corporate Chart
delivered 

  
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pursuant to this clause (d)) is correct and complete as of the date of such Compliance Certificate, (ii) the Loan Parties have delivered all documents (including updated schedules as
to the acquisition of Intellectual Property or real property) they are required to deliver pursuant to any Loan Document on or prior to the date of delivery of such Compliance Certificate and (iii) complete and correct copies of all documents
modifying any term of any Constituent Document of any Group Member or Joint Venture thereof on or prior to the date of delivery of such Compliance Certificate have been delivered to the Administrative Agent or are attached to such certificate.

 (e) Intercompany Loan Balances. Together with each delivery of any Compliance Certificate pursuant to clause
(c) above, a summary of the outstanding balances of all intercompany Indebtedness as of the last day of the Fiscal Quarter covered by such Financial Statement, certified as complete and correct by a Responsible Officer of the Borrower as
part of the Compliance Certificate delivered in connection with such Financial Statements. 
 (f) Audit Reports, Management
Letters, Etc. Together with each delivery of any Financial Statement for any Fiscal Year pursuant to clause (b) above, copies of each final management letter, audit report or similar letter or report from any independent registered
certified public accountant (including the Group Members’ Accountants) in connection with such Financial Statements or any audit thereof (excluding any reports the delivery of which to the Administrative Agent is prohibited by such certified
public accountants) and submitted to any Group Member (or such Group Member’s board of directors), each certified to be complete and correct copies by a Responsible Officer of the Borrower as part of the Compliance Certificate delivered in
connection with such Financial Statements. 
 (g) Additional Projections. As soon as available, and in any event not
later than 30 days after the end of each Fiscal Year, (i) the annual business plan of the Group Members for the Fiscal Year next succeeding such Fiscal Year and (ii) forecasts prepared by management of the Borrower (A) for each Fiscal
Quarter in such next succeeding Fiscal Year and (B) for each other succeeding Fiscal Year through the Fiscal Year containing the Scheduled Maturity Date, in each case including in such forecasts (x) a projected year-end Consolidated
balance sheet, income statement and statement of cash flows, (y) a statement of all of the material assumptions on which such forecasts are based and (z) substantially the same type of financial information as that contained in the
Projections, accompanied by the statement of a Responsible Officer of the Borrower to the effect that such forecasts have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof for the
periods set forth therein, (it being understood that actual results may vary materially from the Projections) and, promptly when available, any significant revisions of such business plan or forecasts. 

(h) Management Discussion and Analysis. Together with each delivery of any Compliance Certificate pursuant to clause
(c) above, a summary narrative discussion and analysis of the financial condition and results of operations of the Group Members for the Fiscal Year (or the portion of the Fiscal Year then elapsed) and the previous Fiscal Year (or the
corresponding period in the previous Fiscal Year). 
 (i) Insurance. Together with each delivery of any Financial
Statements for any Fiscal Year pursuant to clause (b) above, certified as complete and correct by a Responsible Officer of the Borrower as part of the Compliance Certificate delivered in connection with such Financial Statements, a report
summarizing the insurance coverage (specifying type, amount and carrier) in effect for the Borrower and each Loan Party and its Subsidiaries and containing such additional information as the Administrative Agent may reasonably specify. 

(j) Statements of Reconciliation after Change in Accounting Principles. If, as a result of any change in accounting principles and
policies from those used in the preparation of the financial 

  
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statements delivered pursuant to Section 3.1(d), the consolidated financial statements of Parent and its Subsidiaries delivered pursuant to Section 6.1(a) or 6.1(b)
will differ in any material respect from the consolidated financial statements that would have been delivered pursuant to such subdivisions had no such change in accounting principles and policies been made, then, together with the first delivery of
such financial statements after such change, one or more statements of reconciliation for all such prior financial statements in form and substance satisfactory to Administrative Agent. 

Section 6.2 Other Events. The Borrower shall give the Administrative Agent notice of each of the following (which may be made
by telephone if promptly confirmed in writing) promptly after any Responsible Officer of the Borrower obtains actual knowledge of it: (a)(i) any Default and (ii) any event that would reasonably be expected to have a Material Adverse
Effect, specifying, in each case, the nature and anticipated effect thereof and any action proposed to be taken in connection therewith, (b) any event (other than any event involving loss or damage to property) reasonably expected to result in
a mandatory payment of the Obligations pursuant to Section 2.8, stating the material terms and conditions of such transaction and estimating the Net Cash Proceeds thereof, (c) the commencement of, or any material developments in,
any action, investigation, suit, proceeding, audit, claim, demand, order or dispute with, by or before any Governmental Authority affecting any Group Member or any property of any Group Member which (i) if adversely determined would reasonably
be expected to have a Material Adverse Effect or (ii) seeks to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated by this Agreement, (d) the acquisition
of any material real property by any Loan Party, and (e) any notice of any loss of any material permit, accreditation, approval, authorization, license or franchise. 
 Section 6.3 Copies of Notices and Reports. The Borrower shall promptly deliver to the Administrative Agent copies of each of the following: (a) all reports that the Borrower transmits to
its security holders generally, (b) all documents that any Group Member files with the Securities and Exchange Commission, the Financial Industry Regulatory Authority, any securities exchange or any Governmental Authority exercising similar
functions, (c) all press releases not made available directly to the general public and (d) any material document transmitted or received pursuant to, or in connection with, any Contractual Obligation governing Indebtedness in an aggregate
principal amount in excess of $3.0 million of any Group Member. 
 Section 6.4 [Reserved]. 

Section 6.5 ERISA Matters. The Borrower shall give the Administrative Agent promptly, and in any event within 10 days, after
any Responsible Officer of any Group Member knows (a) of any filing by any Group Member or ERISA Affiliate of any notice of intent to terminate any Title IV Plan, if such termination would require material additional contributions to be
considered a standard termination under Section 4041(b) of ERISA, a copy of such notice, (b) that a request for a minimum funding standard waiver under Section 412 of the Code or Section 302 of ERISA has been filed with respect
to any Title IV Plan or Multiemployer Plan (x) maintained or contributed to by any Group Member, or (y) maintained or contributed to by any other ERISA Affiliate if the aggregate underfunding of such plan would be reasonably likely to
result in a material liability of any Group Member, or (c) that an ERISA Event has occurred that would reasonably be expected to result in material liability to a Group Member, in any such case, a notice (which may be made by telephone if
promptly confirmed in writing) describing such ERISA Event or notice, waiver request and any action that such Group Member or ERISA Affiliate proposes to take with respect thereto, together with a copy of any notice filed by such Group Member or
ERISA Affiliate with the PBGC or the IRS pertaining thereto. 
 Section 6.6 Environmental Matters. (a) The
Borrower shall provide the Administrative Agent notice of each of the following (which may be made by telephone if promptly confirmed by the 

  
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Borrower in writing) promptly after any Responsible Officer of any Group Member knows or has reason to know of it (and, upon reasonable request of the Administrative Agent, documents and
information in connection therewith): (i)(A) unpermitted material Releases, (B) the receipt by any Group Member of any notice of violation of or potential liability or similar notice under, or the existence of any condition that would
reasonably be expected to result in violations of or liabilities under, any Environmental Law or (C) the commencement of, or any material change to, any action, investigation, suit, proceeding, audit, claim, demand, dispute alleging a violation
of or liability under any Environmental Law, that, for each of clauses (A), (B) and (C) above (and, in the case of clause (C), if adversely determined), in the aggregate for each such clause, would reasonably be
expected to result in Environmental Liabilities in excess of $500,000, (ii) the receipt by any Group Member of notification that any property of any Group Member is subject to any Lien in favor of any Governmental Authority securing, in whole
or in part, Environmental Liabilities and (iii) any proposed acquisition or lease of real property (except as part of any Permitted Acquisition) if such acquisition or lease would have a reasonable likelihood of resulting in aggregate
Environmental Liabilities in excess of $500,000. 
 (b) Upon request of the Administrative Agent, the Borrower shall provide the
Administrative Agent a report containing an update as to the status of any material environmental, health or safety compliance, hazard or liability issue identified in any document delivered to any Secured Party pursuant to any Loan Document or as
to any condition reasonably believed by the Administrative Agent to result in material Environmental Liabilities. 

Section 6.7 Labor Matters. The Borrower shall give the Administrative Agent notice of (i) each of the following (which
may be made by telephone if promptly confirmed by the Borrower in writing) promptly after, and in any event within 30 days after any Responsible Officer of any Group Member knows or has reason to know of it: any strikes, work stoppages, slowdowns,
lockouts or other labor disputes existing, pending (or, to the knowledge of any Group Member, threatened) against or involving any Group Member, except for those that would not, in the aggregate, reasonably be expected to have a Material Adverse
Effect and (ii) if not set forth on Schedule 4.12, (a) any collective bargaining or similar agreement with any union, labor organization, works council or similar representative covering any employee of any Group Member,
(b) any petition for certification or election of any such representative existing or pending with respect to any employee of any Group Member and (c) any such representative seeking certification or recognition with respect to any
employee of any Group Member. 
 Section 6.8 Other Information. (a) The Borrower shall provide the
Administrative Agent with such other documents and information with respect to the business, property, condition (financial or otherwise), legal, financial or corporate or similar affairs or operations of any Group Member as the Administrative Agent
(or any Lender or the Collateral Agent through the Administrative Agent) may from time to time reasonably request (including with respect to the reasons for any significant variations from the Projections for any period for which Financial
Statements are delivered pursuant to clauses (a) and (b) of Section 6.1). 
 (b) Borrower will furnish to the
Collateral Agent prompt written notice of any change (i) in any Loan Party’s corporate name, (ii) in any Loan Party’s identity or corporate structure, (iii) in any Loan Party’s jurisdiction of organization or
(iv) in any Loan Party’s Federal Taxpayer Identification Number or state organizational identification number. Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under
the UCC or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral as contemplated in the Loan Documents. Borrower also
agrees promptly to notify the Collateral Agent if any material portion of the Collateral is damaged or destroyed. 

  
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 (c) Each year, at the time of delivery of annual financial statements with respect to the
preceding Fiscal Year pursuant to Section 6.1(b), Borrower shall deliver to the Collateral Agent a certificate of its Responsible Officer (i) either confirming that there has been no change in such information since the date of the
Perfection Certificate delivered on the Closing Date or the date of the most recent certificate delivered pursuant to this Section and/or identifying such changes and (ii) certifying that all UCC financing statements (including fixture filings,
as applicable) and all supplemental intellectual property security agreements or other appropriate filings, recordings or registrations, have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction
identified pursuant to clause (i) above (or in such Perfection Certificate) to the extent necessary to effect, protect and perfect the security interests under the Loan Documents for a period of not less than 18 months after the date of such
certificate (except as noted therein with respect to any continuation statements to be filed within such period). 
 ARTICLE VII

 AFFIRMATIVE COVENANTS 
 The Borrower (and, to the extent set forth in any other Loan Document, each other Loan Party) agrees with the Lenders, the L/C Issuer and each Agent to each of the following, as long as any Obligation or
any Commitment remains outstanding: 
 Section 7.1 Maintenance of Corporate Existence. The Borrower shall cause each
Group Member to (a) preserve and maintain its legal existence, except in the consummation of transactions expressly permitted by Sections 8.4 and 8.7 and (b) preserve and maintain its rights (charter and statutory),
privileges, franchises and Permits necessary or desirable in the conduct of its business, except in the case of this clause (b), where the failure to do so would not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

 Section 7.2 Compliance with Laws, Etc. The Borrower shall cause each Group Member to comply with all applicable
Requirements of Law, Contractual Obligations, and Permits, except for such failures to comply that would not, in the aggregate, reasonably be expected to have a Material Adverse Effect. The Borrower shall cause each Group Member to maintain or
obtain all qualifications and Permits now held or hereafter required to be held by such Group Member the loss, suspension or revocation of which, or failure to obtain or renew which, would reasonably be expected to have, either individually or in
the aggregate, a Material Adverse Effect. 
 Section 7.3 Payment of Obligations. Parent shall, and the Borrower
shall cause each Group Member to, (i) pay or discharge before they become delinquent (a) all material claims, Taxes, assessments, charges and levies imposed by any Governmental Authority and (b) all other lawful claims that if unpaid
would, by the operation of applicable Requirements of Law, become a Lien upon any property of any Group Member, except, in each case, for those whose amount or validity is being contested in good faith by proper proceedings diligently conducted and
for which adequate reserves are maintained on the books of such Group Member in accordance with GAAP, (ii) perform all obligations under any Contractual Obligation by which Parent or such Group Member or any of its Subsidiaries is bound, or to
which it or any of its properties is subject, except where the failure to perform would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect and (iii) except as would not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect, timely file all tax returns. 

  
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 Section 7.4 Maintenance of Property. The Borrower shall cause each Group Member
to maintain and preserve (a) in good working order and condition all of its property necessary in the conduct of its business and (b) all rights, permits, licenses, approvals and privileges (including all Permits) necessary, used or
useful, whether because of its ownership, lease, sublease or other operation or occupation of property or other conduct of its business, and shall make all necessary or appropriate filings with, and give all required notices to, Government
Authorities, except for such failures to maintain and preserve the items set forth in clauses (a) and (b) above that would not, in the aggregate, reasonably be expected to have a Material Adverse Effect. 

Section 7.5 Maintenance of Insurance. The Borrower shall cause each Group Member to (a) maintain or cause to be
maintained in full force and effect all policies of insurance of any kind with respect to the property and businesses of such Group Member (including, if applicable, policies of life, fire, theft, product liability, public liability, Flood
Insurance, property damage, other casualty, employee fidelity, workers’ compensation, business interruption and employee health and welfare insurance) with financially sound and reputable insurance companies or associations (in each case that
are not Affiliates of the Borrower) of a nature and providing such coverage and deductibles (including replacement value casualty insurance) as is customarily carried by businesses of the size and character of the business of such Group Members and
operating in the same or similar locations as the Group Members, (b) maintain or cause to be maintained in full force and effect Flood Insurance with financially sound and reputable insurance companies or associations (in each case that are not
Affiliates of the Borrower) and (c) cause all such insurance relating to any property or business of any Loan Party to name the Administrative Agent and the Collateral Agent on behalf of the Secured Parties as additional insured or loss payee,
as appropriate, in form and substance reasonably acceptable to Administrative Agent and, to the extent available, to provide that no cancellation, material addition in amount or material change in coverage shall be effective until after 10
days’ notice thereof to the Administrative Agent and the Collateral Agent. Notwithstanding the requirement in subsection (a) above, except to the extent required by any Requirement of Law, Federal Flood Insurance shall not be required for
(x) real property not located in a special flood hazard area, or (y) real property located in a special flood hazard area in a community that does not participate in the National Flood Insurance Program. 

Section 7.6 Keeping of Books. The Borrower shall cause each Group Member to keep proper books of record and account, in which
full, true and correct entries shall be made in accordance with GAAP and all other applicable Requirements of Law of all financial transactions and the assets and business of such Group Member. 

Section 7.7 Access to Books and Property. The Borrower shall cause each Group Member to permit the Administrative Agent, any
Arranger and any Related Person of the Administrative Agent or any Arranger and, upon the occurrence of an Event of Default, the Lenders, as often as reasonably requested, at any reasonable time during normal business hours and with reasonable
advance notice (except that, during the continuance of an Event of Default, no such notice shall be required) to (a) visit and inspect the property of such Group Member and examine and make copies of and abstracts from, the corporate (and
similar), financial, operating and other books and records of such Group Member, (b) discuss the affairs, finances and accounts of such Group Member with any officer or director of such Group Member, and (c) communicate directly with any
registered certified public accountants of such Group Member (subject to reasonable and customary requirements of confidentiality, including requirements imposed by law and reasonable and customary requirements imposed by contract). The Borrower
shall cause each Group Member to authorize its respective registered certified public accountants to communicate directly with the Administrative Agent, the Arrangers, the Lenders and their Related Persons and to disclose to the Administrative
Agent, the Arrangers, the Lenders and their Related Persons all financial statements and other documents and information as they might have and the Administrative Agent, any Arranger or any Lender reasonably requests with respect to such Group
Member. Prior to the occurrence of an Event of Default, the Borrower shall only be obligated to pay or reimburse the reasonable fees, costs and expenses of the Administrative Agent and Arrangers associated with one annual visit and inspection.


  
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 Section 7.8 Environmental. The Borrower shall cause each Group Member to comply
with, and maintain its property and facilities, whether owned, leased, subleased, operated, occupied or otherwise controlled, in compliance with, all applicable Environmental Laws (including by implementing any Remedial Action necessary to achieve
such compliance or that is required by any Governmental Authority) except for failures to comply that would not, in the aggregate, reasonably be expected to have a Material Adverse Effect. Without limiting the foregoing, if an Event of Default is
continuing or if the Administrative Agent at any time has a reasonable basis to believe that there exist violations of Environmental Laws by any Group Member or that there exist any Environmental Liabilities, in each case, that would reasonably be
expected to have, individually or in the aggregate, a Material Adverse Effect, then the Borrower shall cause each Group Member to, promptly upon receipt of a request from the Administrative Agent, cause the performance of, and allow the
Administrative Agent and its Related Persons access to any property or facility which is the subject of such Default or belief for the purpose of conducting, such environmental audits and assessments, including sampling of soil, surface water,
groundwater or other environmental media, and cause the preparation of such reports, in each case as the Administrative Agent may from time to time reasonably request. Such audits, assessments and reports, to the extent not conducted by the
Administrative Agent or any of its Related Persons, shall be conducted and prepared by reputable environmental consulting firms reasonably acceptable to the Administrative Agent and shall be in form and substance reasonably acceptable to the
Administrative Agent. 
 Section 7.9 Use of Proceeds. The proceeds of: (a) the Term Loans shall be used by the
Borrower (and, to the extent distributed to them by the Borrower, each other Group Member) solely (i) to consummate the Dividend, (ii) for the payment of transaction costs, fees and expenses incurred in connection with the Dividend, the
Loan Documents and the transactions contemplated therein, (iii) for working capital and general corporate purposes and (iv) to make Permitted Investments (including Permitted Acquisitions) and capital expenditures; and (b) the
Revolving Loans shall be used by the Borrower (and, to the extent distributed to them by the Borrower, each other Group Member) solely (i) for working capital and general corporate and other purposes and (ii) to make Permitted Investments
(including Permitted Acquisitions) and capital expenditures. No portion of the proceeds of any Loan shall be used in any manner that causes or might cause such Loan or application of such proceeds to violate Regulation T, Regulation U or Regulation
X of the Federal Reserve Board of any other regulation thereof. 
 Section 7.10 Additional Collateral and
Guaranties. To the extent not delivered to the Administrative Agent on or before the Closing Date (including in respect of after-acquired property and Persons that become Subsidiaries of any Loan Party after the Closing Date), the Borrower shall
cause each Group Member to promptly (and in any event within 30 days of acquisition or formation thereof) do each of the following, unless otherwise agreed by the Administrative Agent: 

(a) deliver to the Administrative Agent such modifications to the terms of the Loan Documents (or, to the extent applicable as determined
by the Administrative Agent or the Collateral Agent, such other documents), in each case in form and substance reasonably satisfactory to the Administrative Agent and as the Administrative Agent deems necessary or advisable in order to ensure the
following: 
 (i) each Wholly Owned Subsidiary of any Loan Party that is not a Foreign Subsidiary shall guaranty,
as primary obligor and not as surety, the payment of the Obligations of the Borrower; 

  
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 (ii) each Subsidiary of any Loan Party that has or enters into any Guaranty
Obligation with respect to Indebtedness of any Loan Party shall guaranty, as primary obligor and not as surety, the payment of the Obligations of the Borrower; 
 (iii) so long as the relevant Permitted Acquisition shall occur, each Proposed Acquisition Target with regard to such Permitted Acquisition and each Subsidiary thereof shall guaranty, as primary obligor
and not as surety, the payment of the Obligations of the Borrower; and 
 (iv) each Loan Party (including any
Person required to become a Guarantor pursuant to clause (i), (ii) or (iii) above) shall effectively grant to the Collateral Agent, for the benefit of the Secured Parties, a valid and enforceable security interest in
all of its owned property constituting Collateral as security for the Obligations of such Loan Party; 
 provided, that, unless the
Borrower and the Administrative Agent otherwise agree, in no event shall (x) the Loan Parties, individually or collectively, be required to pledge in excess of 66% of the outstanding Voting Stock of any Foreign Subsidiary, or (y) a
security interest be required to be granted in any property of any Foreign Subsidiary as security for any Obligation; 
 (b)
deliver to the Collateral Agent all documents representing all Stock, Stock Equivalents and other Securities pledged pursuant to the documents delivered pursuant to clause (a) above, together with undated powers or endorsements duly
executed in blank; 
 (c) deliver to the Administrative Agent (x) upon its request an appraisal complying with FIRREA (so
long as it is reasonably determined by the Administrative Agent in consultation with the Borrower that such an appraisal is required pursuant to the terms of FIRREA), (y) within 30 days of receipt of notice from the Collateral Agent that any
fee interest in real property of the Loan Parties is located in a Special Flood Hazard Area, evidence, which may be in the form of a flood insurance certificate, of Federal Flood Insurance as required by Section 7.5, and (z) upon
request of the Administrative Agent, deliver to it within 60 days of such request (or such longer period as the Administrative Agent may agree to) a Mortgage on any owned real property with a value at the time of acquisition in excess of $2.0
million, located in the United States, and owned by any Loan Party, together with all Mortgage Supporting Documents relating thereto; 
 (d) take all other actions necessary to ensure the validity or continuing validity of any guaranty for any Obligation or any Lien securing any Obligation, to perfect, maintain, evidence or enforce any
Lien securing any Obligation or to ensure such Liens have the same priority as that of the Liens on similar Collateral set forth in the Loan Documents executed on the Closing Date, including the filing of UCC financing statements in such
jurisdictions as may be required by the Loan Documents or applicable Requirements of Law or as the Administrative Agent or the Collateral Agent may otherwise reasonably request; and 

(e) deliver to the Administrative Agent, the Collateral Agent and the Lender Parties (i) an updated Perfection Certificate with
respect to any new Guarantor, (ii) all documents set forth in Sections 3.1(a)(iv) and (v) as applicable with respect to each new Guarantor and (iii) if requested by the Administrative Agent, legal opinions relating to the matters
described in clauses (a) and (b) of this Section 7.10 and the Mortgages described in clause (c) of this Section 7.10, which opinions shall be as reasonably required by, and in form and
substance and from counsel reasonably satisfactory to, the Administrative Agent. 

  
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 The requirements of this Section 7.10: (i) need not be satisfied with respect to any real
property held by the Borrower or any of its Subsidiaries as a lessee under a lease; (ii) do not apply to any Stock (other than Stock of any domestic Wholly Owned Subsidiary) acquired after the Closing Date in accordance with this Agreement if,
and to the extent that, and for so long as, (A) doing so would violate applicable law or a Contractual Obligation binding on such Stock, and (B) such law or Contractual Obligation existed at the time of the acquisition thereof and was not
created or made binding on such Stock in contemplation of or in connection with the acquisition of such Subsidiary, (iii) do not apply to any assets acquired after the Closing Date, to the extent that, and for so long as, taking such actions
would violate a Contractual Obligation binding on such assets that existed at the time of the acquisition thereof and was not created or made binding on such assets in contemplation or in connection with the acquisition of such assets (except in the
case of assets acquired with Indebtedness permitted pursuant to Section 8.1(c) that is secured by a Lien permitted pursuant to Section 8.2(d)); provided, that, in the case of clauses (ii) and (iii), upon the
reasonable request of the Administrative Agent or the Collateral Agent, the Borrower shall, and shall cause any applicable Subsidiary to, use commercially reasonable efforts to have waived or eliminated any such Contractual Obligation (other than a
Contractual Obligation of the type described in such clauses (ii) and (iii) in respect of the Stock or assets of a Joint Venture) and (iv) with respect to clause (a)(iii) above only, do not apply to any Foreign Subsidiary
acquired after the Closing Date by any Loan Party. 
 Section 7.11 Post Closing Requirements. Not later than sixty
(60) days following the date hereof or such date as the Administrative Agent may determine in its sole discretion, the Borrower shall deliver to the Administrative Agent: 
 (a) Control Agreements with respect to the Borrower’s deposit accounts with JPMorgan Chase Bank, N.A., Bank of America, N.A., Wachovia Bank N.A., Wells Fargo, National Association and Fifth Third
Bank. 
 (b) an Instruction Letter duly executed by Elavon, Inc. (formerly known as NOVA Information Systems, Inc.) and the
Borrower and in form and substance reasonably satisfactory to the Administrative Agent. 
 ARTICLE VIII 

NEGATIVE COVENANTS 
 The Borrower (and, to the extent set forth in any other Loan Document, each other Loan Party) agrees with the Lenders, the L/C Issuer and each Agent to each of the following, as long as any Obligation or
any Commitment remains outstanding: 
 Section 8.1 Indebtedness. The Borrower shall cause each Group Member not to
directly or indirectly incur or otherwise remain liable with respect to or responsible for any Indebtedness except for the following: 
 (a) the Obligations; 
 (b) Indebtedness existing on the date hereof and set forth
on Schedule 8.1, together with any Permitted Refinancing of any Indebtedness permitted hereunder in reliance upon this clause (b); 
 (c) Indebtedness consisting of Capitalized Lease Obligations (other than with respect to a lease entered into as part of a Sale and Leaseback Transaction) and Purchase Money Indebtedness, in each case
incurred by any Group Member to finance the acquisition, repair, lease, improvement or construction of fixed or capital assets of such Group Member, together with any Permitted Refinancing of 


  
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any Indebtedness permitted hereunder in reliance upon this clause (c); provided, that (i) the aggregate outstanding principal amount of all such Indebtedness incurred under
this clause (c) shall not exceed the greater of (A) $7.5 million and (B) an amount equal to (1) $7.5 million multiplied by (2) the ratio of (x) the amount of Consolidated Total Assets as of the end of the
Fiscal Quarter immediately prior to the date of such incurrence for which financial statements have been delivered pursuant to Section 6.1 to (y) the amount of Consolidated Total Assets as of October 31, 2010 and (ii) such
Indebtedness is incurred prior to or within 120 days after the acquisition, lease, repair, improvement, or construction of the respective asset; 
 (d) Capitalized Lease Obligations arising under Sale and Leaseback Transactions permitted hereunder in reliance upon Section 8.4(b)(ii); 

(e) Indebtedness of the Borrower to any Subsidiary and of any Subsidiary to the Borrower or any other Subsidiary, provided, that
(i) Indebtedness of any Subsidiary that is not a Loan Party to any Loan Party shall be subject to Section 8.3(e) (including, without limitation, the requirement that such Indebtedness be evidenced by Pledged Notes pledged by such
Loan Party as Collateral pursuant to the Guaranty and Security Agreement), and (ii) Indebtedness of the Borrower to any Subsidiary and Indebtedness of any other Loan Party to any Subsidiary that is not a Loan Party shall be subordinated to the
Obligations on terms reasonably satisfactory to the Administrative Agent; 
 (f) obligations under Hedging Agreements and
Secured Hedging Documents entered into for the sole purpose of hedging in the normal course of business and consistent with industry practices; 
 (g)(i) Guaranty Obligations of any Group Member that is a Loan Party with respect to Indebtedness permitted hereunder of any other Group Member that is a Loan Party and (ii) Guaranty Obligations of
any Group Member that is not a Loan Party with respect to Indebtedness permitted hereunder of any other Group Member; 
 (h)
[reserved]; 
 (i) Indebtedness owed to (including obligations in respect of letters of credit or bank guarantees or similar
instruments for the benefit of) any Person providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance to the Borrower or any Subsidiary, pursuant to reimbursement or
indemnification obligations to such Person (in each case other than for an obligation for money borrowed), provided that upon the incurrence of Indebtedness with respect to reimbursement obligations regarding workers’ compensation
claims, such obligations are reimbursed not later than 30 days following such incurrence; 
 (j) Indebtedness in respect of
performance bonds, bid bonds, appeal bonds, surety bonds, financial assurances and completion guarantees and similar obligations, in each case provided in the ordinary course of business (in each case other than for an obligation for money
borrowed), including those incurred to secure health, safety and environmental obligations in the ordinary course of business; 

(k) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against
insufficient funds in the ordinary course of business or other cash management services in the ordinary course of business, provided, that (x) such Indebtedness (other than credit or purchase cards) is extinguished within ten Business
Days of its incurrence, and (y) such Indebtedness in respect of credit or purchase cards is extinguished within 60 days from its incurrence; 

  
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 (l)(i) Indebtedness of a Subsidiary acquired after the Closing Date or a Person merged into
or consolidated with the Borrower or any Subsidiary after the Closing Date and Indebtedness assumed in connection with the acquisition of assets, which Indebtedness in each case, exists at the time of such acquisition, merger or consolidation and is
not created in contemplation of such event, and where such acquisition, merger or consolidation is permitted by this Agreement, and (ii) any Permitted Refinancing incurred to refinance such Indebtedness; provided, that (x) the
aggregate outstanding principal amount of such Indebtedness incurred under this clause (l) at the time of, and after giving effect to, such acquisition, merger or consolidation, such assumption, or such incurrence, as applicable, shall
not exceed the greater of (A) $7.5 million and (B) an amount equal to (1) $7.5 million multiplied by (2) the ratio of (x) the amount of Consolidated Total Assets as of the end of the Fiscal Quarter immediately prior
to the date of such acquisition, merger or consolidation, such assumption or such incurrence, as applicable, for which financial statements have been delivered pursuant to Section 6.1 to (y) the amount of Consolidated Total Assets
as of October 31, 2010 and (y) the Borrower shall be in compliance on a Pro Forma Basis with the Financial Performance Covenants as of the last day of the last Fiscal Quarter for which Financial Statements have been delivered hereunder
after giving effect to such Indebtedness; 
 (m) other Indebtedness of the Borrower or any Subsidiary, in an aggregate
outstanding principal amount that at the time of, and after giving effect to, the incurrence thereof, would not exceed the greater of (A) $7.5 million and (B) an amount equal to (1) $7.5 million multiplied by (2) the ratio
of (x) the amount of Consolidated Total Assets as of the end of the Fiscal Quarter immediately prior to the date of such incurrence for which financial statements have been delivered pursuant to Section 6.1 to (y) the amount of
Consolidated Total Assets as of October 31, 2010; provided, that any Indebtedness under this clause (m) that is secured Indebtedness shall not, in the aggregate, exceed the limit set forth in clause (g)(ii) of
Section 8.2; 
 (n) Indebtedness arising from agreements of the Borrower or any Subsidiary providing for
indemnification, adjustment of purchase or acquisition price or similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or a Subsidiary otherwise permitted under this Agreement, other than
Guaranty Obligations with respect to Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Subsidiary for the purpose of financing such acquisition; 

(o) Indebtedness consisting of the financing of insurance premiums in the ordinary course of business and other than for an obligation
for money borrowed; 
 (p) all premium (if any), interest (including post-petition interest), fees, expenses, charges and
additional or contingent interest on obligations described in and permitted by clauses (a) through (n) above; and 
 (q) Indebtedness consisting of Junior Capital; provided, that after giving effect to the incurrence thereof, the Borrower shall be in compliance on a Pro Forma Basis with the Financial Performance
Covenants as of the last day of the last Fiscal Quarter for which Financial Statements have been delivered hereunder after giving effect to such Indebtedness. 
 Section 8.2 Liens. No Group Member shall incur, maintain or otherwise suffer to exist any Lien upon or with respect to any of its property, whether now owned or hereafter acquired, or assign
any right to receive income or profits, except for the following: 
 (a) Liens created pursuant to any Loan Document;

 (b) Customary Permitted Liens of Group Members; 

  
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 (c) Liens existing on the date hereof and either set forth on Schedule 8.2 or, to the
extent not listed in Schedule 8.2, where such Liens secure obligations not exceeding $150,000 in the aggregate; provided, that such Liens shall secure only those obligations that they secure on the Closing Date (and extensions,
renewals and refinancings of such obligations permitted by Section 8.1(b)) and shall not subsequently apply to any other property or assets of the Borrower or any Subsidiary; 

(d) Purchase Money Liens on the property of the Borrower or any of its Subsidiaries securing Indebtedness permitted hereunder in reliance
upon Section 8.1(c); provided, that (i) such Liens exist prior to the acquisition of, or attach substantially simultaneously with, or within 120 days after, the acquisition, repair, improvement or construction of, such
property financed, whether directly or through a Permitted Refinancing, by such Indebtedness, and (ii) such Liens do not extend to any property of any Group Member other than the property (and proceeds thereof) acquired or built, or the
improvements or repairs, financed, whether directly or through a Permitted Refinancing, by such Indebtedness (other than to accessions to such equipment or other property or improvements but not to other parts of the property to which any such
improvements are made); and provided, further, that individual financings of equipment provided by a single lender may be cross-collateralized to other financings of equipment provided solely by such lender; 

(e) Liens on the property of the Borrower or any of its Subsidiaries securing the Permitted Refinancing of any Indebtedness secured by
any Lien on such property permitted hereunder in reliance upon clause (c) or (d) above or this clause (e) without any change in the property subject to such Liens; provided, that (i) if the
Indebtedness subject to such Permitted Refinancing is secured by any collateral (whether equally and ratably with, or junior to, the Secured Parties or otherwise), such Permitted Refinancing may be secured by such collateral (including in respect of
Indebtedness of any Group Member (other than a Loan Party) that is otherwise permitted under this Agreement, any collateral owned by such Group Member pursuant to after-acquired property clauses contained in the agreement governing such Indebtedness
being refinanced as in effect at the time of the incurrence of such Indebtedness, to the extent any such collateral secured such Indebtedness) on terms no less favorable to the Secured Parties than those contained in the documentation governing the
Indebtedness being Refinanced and (ii) if the Lien securing such Indebtedness subject to such Permitted Refinancing is subordinated to the Lien securing the Obligations under this Agreement, such Lien shall be subordinated to the Liens securing
the Obligations on terms at least as favorable to the Lenders as those contained in the documentation governing the Lien securing such Indebtedness subject to such Permitted Refinancing; 

(f) any Lien on any property or asset of the Borrower or any Subsidiary securing Indebtedness or Permitted Refinancing Indebtedness
permitted by clause (l) of Section 8.1, provided, that such Lien (i) does not apply to any other property or assets of the Borrower or any of the Subsidiaries not securing such Indebtedness at the date of the
acquisition of such property or asset (other than after acquired property subjected to a Lien securing Indebtedness and other obligations incurred prior to such date and which Indebtedness and other obligations are permitted hereunder that require a
pledge of after acquired property, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition), (ii) such Lien is not created in
contemplation of or in connection with such acquisition, and (iii) in the case of a Lien securing Permitted Refinancing, if the Indebtedness being refinanced is secured by any collateral (whether equally and ratably with, or junior to, the
Secured Parties or otherwise), such Permitted Refinancing may be secured by such collateral (including in respect of Indebtedness of any Group Member (other than a Loan Party) that is otherwise permitted under this Agreement only, any collateral
owned by such Group Member pursuant to after-acquired property clauses contained in the agreement governing such Indebtedness being refinanced as in effect at the time of the incurrence of such Indebtedness, to the extent any such collateral secured
such Indebtedness) on terms no less favorable to the Secured Parties than those contained in the documentation governing the Indebtedness being Refinanced; 

  
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 (g) Liens on any property of the Borrower or any of its Subsidiaries securing any of their
Indebtedness or their other liabilities; provided, that (i) such property shall not have an aggregate value of more than $1.0 million at any time, (ii) the aggregate outstanding principal amount of all such Indebtedness and other
liabilities shall not exceed $1.0 million at any time and (iii) such Liens shall be subordinated to the Liens securing the Obligations on customary terms pursuant to an intercreditor agreement reasonably satisfactory to the Administrative
Agent; and 
 (h) Liens arising out of capitalized lease transactions permitted under Section 8.4(b)(ii) securing
Indebtedness permitted hereunder in reliance upon Section 8.1(d), so long as such Liens attach only to the property sold and being leased in such transaction and any accessions thereto or proceeds thereof and related property.

 Section 8.3 Investments. The Borrower shall cause each Group Member not to make or maintain, directly or
indirectly, any Investment except for the following: 
 (a) Investments existing on the date hereof and set forth on Schedule
8.3; 
 (b) Investments in cash and Cash Equivalents; 

(c)(i) endorsements for collection or deposit in the ordinary course of business consistent with past practice, (ii) extensions of
trade credit arising or acquired in the ordinary course of business and (iii) Investments received in settlements in the ordinary course of business of such extensions of trade credit; 

(d) Investments made as part of a Permitted Acquisition; 
 (e) Investments by (i) any Loan Party (other than Parent) in any other Loan Party (other than Parent), (ii) [reserved], or (iii) (x) any Loan Party in any Group Member that is not a
Loan Party or (y) any Group Member in any Joint Venture; provided, that (A) any Investment consisting of loans or advances to any Loan Party above shall be subordinated in full to the payment of the Obligations of such Loan Party on
terms and conditions satisfactory to the Administrative Agent, (B) any Investments consisting of loans or advances by any Loan Party pursuant to clause (iii) above shall be evidenced by Pledged Notes pledged by such Loan Party as
Collateral pursuant to the Guaranty and Security Agreement; and (C) in the case of any Investment pursuant to clause (iii) above, (I) before and after giving effect to such Investment, no Default or Event of Default be
continuing and (II) the Borrower shall be in compliance on a Pro Forma Basis with the Financial Performance Covenants as of the last day of the most recent Fiscal Quarter for which Financial Statements have been delivered hereunder after giving
effect to such Investment; and provided, further that any Investments pursuant to clause (iii) shall not exceed the greater of (A) $7.5 million and (B) an amount equal to (1) $7.5 million multiplied by
(2) the ratio of (x) the amount of Consolidated Total Assets as of the end of the Fiscal Quarter immediately prior to the date of such incurrence for which financial statements have been delivered pursuant to Section 6.1 to
(y) the amount of Consolidated Total Assets as of October 31, 2010, in the aggregate outstanding at any time; 
 (f)
loans or advances to employees of the Borrower or any of its Subsidiaries to finance travel, entertainment and relocation expenses and other ordinary business purposes in the ordinary course of business as presently conducted; provided, that
the aggregate outstanding principal amount of all loans and advances permitted pursuant to this clause (f) shall not exceed $250,000 at any time; 
 (g) any Investment by the Borrower or any of its Subsidiaries; provided, that the aggregate outstanding amount of all such Investments (valued at the time of the making thereof, and


  
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without giving effect to any write-downs or write-offs thereof) shall not exceed (i) (x) $2.5 million, so long as before and after giving effect to such Investment, no Default or Event
of Default shall be continuing or (y) $250,000 (in each case, plus any returns of capital actually received by the respective investor in respect of any Investment theretofore made by it pursuant to this clause (g), in each case, in an
amount not to exceed the original amount of such Investment) plus (ii) the portion, if any, of the Equity Contribution Basket on the date of such election that the Borrower elects to apply this clause (g)(ii), provided,
that with respect to any Investment made in reliance of this clause (g)(ii), no Default or Event of Default shall be continuing before or after giving effect to such Investment; 

(h) [reserved]; 

(i) Investments arising out of the receipt by the Borrower or any Subsidiary of noncash consideration for the sale of assets permitted
under Section 8.4; 
 (j) Investments resulting from pledges and deposits referred to in clause (c) of
the definition of Customary Permitted Liens; 
 (k) Investments received in connection with the bankruptcy or reorganization of,
or settlement of delinquent accounts and disputes with or judgments against, customers and suppliers, in each case in the ordinary course of business; 
 (l) Investments of a Subsidiary acquired after the Closing Date or of a Person merged into the Borrower or merged into or consolidated with a Subsidiary in accordance with Section 8.7 after
the Closing Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger or consolidation and were in existence on the date of such acquisition, merger or consolidation; 

(m) acquisitions by the Borrower of obligations in an aggregate amount not to exceed $250,000 in any Fiscal Year of one or more officers
or other employees of Parent, any direct or indirect parent of Parent, the Borrower or its Subsidiaries in connection with such officer’s or employee’s acquisition of Stock of Parent or any direct or indirect parent of Parent, so long as
(A) to the extent any party paid cash for such Stock in connection with such acquisition, Parent or such direct or indirect parent of Parent, as the case may be, received such cash and (B) no cash is actually advanced by the Borrower or
any of the Subsidiaries to such officers or employees in connection with the acquisition of any such obligations; 
 (n)
Investments by the Borrower or any Subsidiary to the extent they are financed with the proceeds of an issuance of Junior Capital permitted by Section 8.1 not later than 120 days after the receipt of such proceeds by Parent or the
Borrower so long as at the time of such Investment no Default or Event of Default shall be continuing; 
 (o) the purchase and
sale of inventory in the ordinary course of business by the Borrower or any Subsidiary; and 
 (p) any Investment by the
Borrower or any of its Subsidiaries; provided, that (x) the aggregate outstanding amount of all such Investments (valued at the time of the making thereof, and without giving effect to any write-downs or write-offs thereof) shall not
exceed the portion of the Available Investment Basket on the date of such election that the Borrower elects to apply to this clause (p), (y) the Borrower shall be in compliance on a Pro Forma Basis with the Financial Performance Covenants as of
the last day of the last Fiscal Quarter for which Financial Statements have been delivered hereunder after giving effect to such Investment and (z) at the time of such Investment, no Default or Event of Default shall be continuing. 

  
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 Section 8.4 Asset Sales. The Borrower shall cause each Group Member not to Sell
any of its property (other than cash), including Stock held by it, or issue shares of its own Stock, except for the following: 

(a) in each case to the extent entered into in the ordinary course of business for fair market value and made to a Person that is not an
Affiliate of the Borrower, (i) Sales of Cash Equivalents or inventory, (ii) Sales of surplus, obsolete or worn out property, and (iii) licenses of Intellectual Property; 

(b)(i) a true lease or sublease of real property that is no longer necessary or desirable to the business of the Group Members and that
does not interfere with the ordinary course business of the Group Members, and (ii) a Sale of property pursuant to a Sale and Leaseback Transaction not to exceed property having a fair market value in the aggregate in excess of $250,000;
provided, in the case of this clause (ii), that the consideration received in such Sale and Leaseback Transaction is at least equal to the fair market value of the property sold and the Borrower shall have delivered to the Administrative
Agent a certificate of a Responsible Officer of the Borrower to such effect; 
 (c)(i) any Sale of any property (other than its
own Stock or Stock Equivalents) by any Group Member to any other Group Member to the extent any resulting Investment constitutes a Permitted Investment allowed under Section 8.3(e), and (ii) any Restricted Payment by any Group
Member permitted pursuant to Section 8.5; 
 (d)(i) any Sale or issuance by the Borrower of its own Stock to Parent,
(ii) any Sale or issuance by any Subsidiary of the Borrower of its own Stock to any Group Member, provided, that the proportion of such Stock and of each class of such Stock (both on an outstanding and fully-diluted basis) held by the
Loan Parties (other than Parent), taken as a whole, does not change as a result of such Sale or issuance and (iii) to the extent necessary to satisfy any Requirement of Law in the jurisdiction of incorporation of any Subsidiary of the Borrower,
any Sale or issuance by such Subsidiary of its own Stock constituting directors’ qualifying shares or nominal holdings; 

(e) as long as no Default is continuing or would result therefrom, any Sale of property (other than as part of a Sale and Leaseback
Transaction) of, or Sale or issuance of its own Stock by, any Group Member for fair market value; provided, that (i) the aggregate consideration received during any Fiscal Year of the Borrower for all such Sales of property shall not
exceed the greater of $1.0 million as of the end of the Fiscal Quarter immediately prior to the date of such sale for which financial statements have been delivered pursuant to Section 6.1, (ii) any note or other instrument received
in consideration for such sale of assets shall be pledged and delivered to the Collateral Agent pursuant to Section 7.10, (iii) Borrower may not Sell or issue any Stock to any Person other than Parent and any Wholly-Owned Subsidiary
shall not Sell or issue any Stock to any Person that is not a Loan Party and (iv) at least 75% of the consideration received in connection with any transaction permitted by this clause (e) shall be paid in cash; provided, that for
purposes of clause (iv), (1) the amount of any liabilities (as shown on the Borrower’s or any Subsidiary’s most recent balance sheet or in the notes thereto) of the Borrower or any Subsidiary of the Borrower (other than liabilities
that are by their terms subordinated to the Obligations) that are assumed by the transferee of any such assets, (2) any notes or other obligations or other securities or assets received by the Borrower or such Subsidiary of the Borrower from
such transferee that are converted by the Borrower or such Subsidiary of the Borrower into cash within 180 days of the receipt thereof (to the extent of the cash received), (3) any Designated Non-Cash Consideration received by the Borrower or
any of its Subsidiaries in such Sale having an aggregate fair market value (as determined in good faith by the Borrower), taken together with all other Designated Non-Cash Consideration received


  
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pursuant to this paragraph (3) that is at that time outstanding, not to exceed $500,000 (with the fair market value of each item of Designated Non-Cash Consideration being measured at the
time received and without giving effect to subsequent changes in value) and (4) with respect to any lease of assets by the Borrower or a Subsidiary that constitutes a disposition, receipt of lease payments over time on market terms (as
determined in good faith by the Borrower) where the payment consideration is at least 75% cash consideration shall, in each case, be deemed to be cash; and 
 (f) the sale for cash of defaulted receivables in the ordinary course of business and not as part of an accounts receivable financing transaction. 

Section 8.5 Restricted Payments. The Borrower shall cause each Group Member not to directly or indirectly, declare, order,
pay, make or set apart any sum for any Restricted Payment except for the following (and Parent shall not use the proceeds of any Restricted Payment made in reliance on clause (e) below other than as set forth in such clause (e)): 

(a)(i) Restricted Payments by (A) any Group Member that is a Loan Party to any Loan Party other than Parent and (B) any Group
Member that is not a Loan Party to any Group Member and (ii) dividends and distributions by any Subsidiary of the Borrower that is not a Loan Party to any holder of its Stock, to the extent made to all such holders ratably according to their
ownership interests in such Stock; 
 (b) dividends and distributions declared and paid on the common Stock of the Borrower or
its Subsidiaries ratably to the holders of such common Stock and payable only in common Stock of such Group Member; 
 (c)
dividends made by the Borrower in an aggregate amount not to exceed the portion, if any, of the Available Investment Basket or the Equity Contribution Basket on the date of such election that the Borrower elects to apply pursuant to this clause
(c); provided, that (i) after giving effect to such dividends on a Pro Forma Basis, the Borrower’s Senior Leverage Ratio shall be no more than 2.25 to 1.00, (ii) prior to the payment of such dividends, the Borrower shall
deliver to Administrative Agent a certificate of a Responsible Officer demonstrating compliance with clause (i) above and (iii) no Default or Event of Default shall be continuing; 

(d) the Dividend declared and paid by Parent and/or the Borrower; provided, that (x) on the date of the payment of the
Dividend, the Administrative Agent shall have received a solvency certificate dated the date thereof substantially in the form of Exhibit 3.1(h) and, signed by the chief financial officer of the Borrower and of Parent and attaching supporting
detail therefor reasonably satisfactory to the Administrative Agent, (y) at the time of and immediately after giving effect to the payment of the Dividend, no Default or Event of Default shall be continuing or shall result therefrom and
(z) at the time of and immediately after giving effect to the payment of the Dividend, the representations and warranties set forth in Article IV shall be true and correct in all material respects (provided that if any representation or
warranty is by its terms qualified by concepts of materiality, such representation shall be true and correct in all respects) on and as of such date with the same effect as though made on such date, except to the extent such representations and
warranties expressly related to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (provided that if any representation or warranty is by its terms qualified by concepts of
materiality, such representation shall be true and correct in all respects) as of such earlier date); 
 (e) cash dividends on
the Stock of the Borrower to Parent or any direct or indirect parent of Parent paid and declared solely for the purpose of funding the following: 
 (i) Permitted Tax Distributions; 

  
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 (ii) the redemption, purchase or other acquisition or retirement for value
by Parent or any direct or, to the extent allocable to Parent or Borrower, indirect parent of Parent of its common Stock (or Stock Equivalents with respect to its common Stock) from or with respect to any present or former employee, consultant,
director or officer (or the assigns, estate, heirs or current or former spouses thereof) of any Group Member, Parent or any direct or indirect parent of Parent upon the death, disability or termination of employment of such employee, director or
officer, provided, that, no Default or Event of Default shall be continuing and the amount of such cash dividends paid in any Fiscal Year in reliance on this clause (ii) shall not exceed $250,000 in the aggregate (any unused
portion of which for any Fiscal Year may be carried over to and paid as additional dividends in the next two Fiscal Years (but only the next two Fiscal Years)); 
 (iii) in each case, to the extent allocable to the Borrower, and in any event not to exceed $1.0 million in any Fiscal Year, (A) overhead, legal, accounting and other professional fees and expenses
of any Group Member, Parent or any direct or indirect parent of Parent, (B) out-of-pocket fees and expenses related to any offering, investment or acquisition permitted hereunder (whether or not successful), and (C) other fees and expenses
in connection with the maintenance of the existence of Parent or any direct or indirect parent of Parent, Parent’s ownership of the Borrower and such parent’s ownership of Parent, as the case may be, and in order to permit Parent to make
payments permitted by Section 8.9; and 
 (iv) to the extent allocable to the Borrower, fees and
expenses in connection with any initial public offering of any direct or indirect parent of the Borrower (whether or not consummated). 
 (f) noncash repurchases of Stock deemed to occur upon exercise of stock options if such Stock represents a portion of the exercise price of such options. 

Section 8.6 Payment of Subordinated Debt and Certain Other Debt. The Borrower shall cause each Group Member not to
(x) prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof any Subordinated Debt or Junior Indebtedness, or pay any interest on or with respect thereto, (y) set apart any property for such purpose,
whether directly or indirectly and whether to a sinking fund, a similar fund or otherwise, or (z) make any payment in violation of any subordination terms of any Subordinated Debt or Junior Indebtedness; provided, that each Group Member
may, to the extent otherwise permitted by the Loan Documents and to the extent not in violation of the applicable subordination terms, do each of the following: 
 (a) prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof (or set apart any property for such purpose) any Indebtedness owing to any Loan Party; 

(b) so long as no Default or Event of Default shall be continuing, make regularly scheduled or otherwise required repayments or
redemptions of Subordinated Debt; 
 (c) so long as no Default or Event of Default shall be continuing, make prepayments of
Subordinated Debt not to exceed the portion, if any, of the Available Investment Basket or the Equity Contribution Basket on the date of such election that the Borrower elects to apply pursuant to this clause (c); 

(d) so long as no Default or Event of Default shall be continuing, make regularly scheduled payments of interest when due. 

  
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 Section 8.7 Fundamental Changes. Parent shall not and the Borrower shall cause
each Group Member not to (a) merge, consolidate or amalgamate with any Person, (b) acquire all or substantially all of the Stock or Stock Equivalents of any Person, (c) acquire any brand or all or substantially all of the assets of
any Person or all or substantially all of the assets constituting any line of business, division, branch, operating division or other unit operation of any Person, or (d) liquidate or dissolve any Group Member or Subsidiary of the Borrower, in
each case except for the following: (i) to consummate any Permitted Acquisition, (ii) the merger, consolidation or amalgamation of any Subsidiary of the Borrower into any Loan Party, (iii) the merger, consolidation or amalgamation of
any Group Member that is not a Loan Party with any other Group Member that is not a Loan Party, and (iv) the liquidation or dissolution or change in form of entity of any Foreign Subsidiary if the Borrower determines in good faith that such
liquidation, dissolution, or change in form is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided, that (A) in the case of any merger, consolidation or amalgamation involving the
Borrower, the Borrower shall be the surviving Person, and (B) in the case of any merger, consolidation or amalgamation involving any other Loan Party, a Loan Party shall be the surviving corporation, and (C) all actions required to
maintain the perfection of the Lien of the Collateral Agent on the Stock or property of the Borrower or such Loan Party shall have been made. 
 Section 8.8 Change in Nature of Business. 
 (a) The Borrower shall
cause each Group Member not to carry on any business, operations or activities (whether directly, through a Joint Venture, in connection with a Permitted Acquisition or otherwise) substantially different from those carried on by the Borrower and its
Subsidiaries at the date hereof and business, operations and activities reasonably related thereto or any business or activity that is reasonably similar thereto or a reasonable extension, development or expansion thereof or ancillary thereto.

 (b) Parent shall not engage in any business, operations or activity, or hold any property, incur or otherwise become liable
on any Indebtedness, make or own any Investment, incur, maintain or suffer to exist any Lien or assign any right to receive income or profits other than (i) holding Stock and Stock Equivalents of the Borrower together with activities directly
related thereto, (ii) issuing, selling and redeeming its own Stock, (iii) paying dividends and taxes, (iv) holding directors’ and shareholders’ meetings, preparing corporate and similar records and other activities required
to maintain its existence and separate corporate or other legal structure, (v) preparing reports to, and preparing and making notices to and filings with, Governmental Authorities and to its holders of Stock and Stock Equivalents,
(vi) receiving, and holding proceeds of, Restricted Payments from the Borrower and its Subsidiaries and distributing the proceeds thereof to the extent permitted in Section 8.5, (vii) as necessary to consummate Permitted
Acquisition, (viii) performance of its obligations in connection with, or actions incidental to, the consummation of the Dividend, (ix) performance of its obligations under and in connection with the Loan Documents, and the other
agreements contemplated hereby and thereby, and (x) activities incidental to its maintenance and continuance, and to the foregoing activities. 
 Section 8.9 Transactions with Affiliates. (a) The Borrower shall cause each Group Member not to, except as otherwise expressly permitted herein, enter into any other transaction directly
or indirectly with, or for the benefit of, Parent or any Affiliate of the Borrower that is not a Loan Party (including Guaranty Obligations with respect to any obligation of any such Affiliate), except for: 

(i) to the extent made on a basis no less favorable to such Loan Party than would be obtained in an arm’s-length
transaction with a Person that is not an Affiliate of the Borrower, Indebtedness permitted by the provisions of Section 8.1(b), (e), (g) or (m); 

  
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 (ii) transactions in the ordinary course of business on a basis no less
favorable to such Group Member than would be obtained in an arm’s length transaction with a Person not an Affiliate of the Borrower; provided, that this clause (ii) shall not apply to (x) the payment to the Permitted Investors
of the monitoring and management fees referred to in Section 8.9(b) or fees payable on the Closing Date, or (y) the indemnification of directors of the Borrower and the Subsidiaries in accordance with customary practice; 

(iii) [reserved]; 
 (iv) any issuance of securities, or other reasonable payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, employee stock options and
employee stock ownership plans approved by the board of directors of such Group Member; 
 (v)(A) Investments
permitted by the provisions of Section 8.3(e) and (m) and (B) loans or advances to employees or consultants of the Borrower or any of the Subsidiaries in accordance with Section 8.3(f); 

(vi) to the extent made on a basis no less favorable to such Loan Party than would be obtained in an arm’s-length
transaction with a Person that is not an Affiliate of the Borrower, transactions among the Borrower and the other Group Members and transactions among the Group Members (other than the Borrower), in each case, otherwise permitted by this Agreement;

 (vii) the payment of reasonable and customary fees and indemnities to directors, officers, consultants and
employees of Parent, any direct or indirect parent of Parent, the Borrower and the Subsidiaries in the ordinary course of business (limited, in the case of Parent or any direct or indirect parent of Parent, to the portion of such fees and
indemnities that are allocable to the Borrower and its Subsidiaries); 
 (viii) consummation of the Dividend and
the payment of all fees, expenses, bonuses and awards related thereto; 
 (ix)(A) any employment agreements
entered into by the Borrower or any of the Subsidiaries in the ordinary course of business, (B) any subscription agreement or similar agreement pertaining to the repurchase of Stock pursuant to put/call rights or similar rights with employees,
officers or directors permitted under Section 8.5, and (C) any reasonable employee compensation, benefit plan or arrangement, any reasonable health, disability or similar insurance plan which covers employees, and any reasonable
employment contract and transactions pursuant thereto; 
 (x) Restricted Payments permitted by the provisions of
Section 8.5; provided, that the proceeds of Restricted Payments permitted by Section 8.5(e) shall, if received by the Fund, be used as required by Section 8.5(e); 

(xi) any purchase by Parent of, or contributions to, the equity capital of the Borrower; provided, that any Stock
of the Borrower purchased by Parent shall be pledged to the Collateral Agent on behalf of the Lenders pursuant to the Guaranty and Security Agreement; 
 (xii) payments permitted under paragraph (b) below; 

  
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 (xiii) to the extent made on a basis no less favorable to such Loan Party
than would be obtained in an arm’s-length transaction with a Person that is not an Affiliate of the Borrower, transactions with Wholly Owned Subsidiaries for the purchase or sale of goods, products, parts and services entered into in the
ordinary course of business; 
 (xiv) any transaction otherwise permitted under this Agreement in respect of
which the Borrower delivers to the Administrative Agent (for delivery to the Lenders) a letter addressed to the board of directors of the Borrower from an accounting, appraisal or investment banking firm, in each case of nationally recognized
standing that is (A) in the good faith determination of the Borrower qualified to render such letter, and (B) reasonably satisfactory to the Administrative Agent, which letter states that such transaction is on terms that are no less
favorable to the Borrower or such Subsidiary, as applicable, than would be obtained in a comparable arm’s-length transaction with a Person that is not an Affiliate of the Borrower; 

(xv) [reserved]; and 
 (xvi) transactions with Joint Ventures for the purchase or sale of goods, equipment and services entered into in the ordinary course of business; provided that (a) no Affiliate of the Borrower
(other than the Borrower or a Group Member) has a beneficial interest in such Person and (b) such transaction is no less favorable to the Borrower or applicable Group Member than would be obtained in a comparable arm’s length transaction
with a Person not an Affiliate of the Borrower. 
 (b) The Borrower shall cause each Group Member not to make payments of or on
account of management, consulting, monitoring, transaction and advisory fees or similar fees payable to the Funds or the Fund Affiliates (i) in an aggregate amount in any Fiscal Year in excess of $500,000 (provided that unused amounts
may be carried forward to one or more future periods ), (ii) following the occurrence and during the continuance of a Default or Event of Default or (iii) if, after giving effect to such payments, the Borrower is not in compliance on a Pro
Forma Basis with the Financial Performance Covenants as of the last day of the last Fiscal Quarter for which Financial Statements have been delivered hereunder; provided that reimbursement of expenses and indemnification payments may be made
whether or not a Default or Event of Default has occurred and whether or not the Borrower is so in compliance. 

Section 8.10 Third-Party Restrictions on Indebtedness, Liens, Investments or Restricted Payments. Parent shall not and the
Borrower shall cause each Group Member not to incur or otherwise suffer to exist or become effective or remain liable on or responsible for any Contractual Obligation limiting the ability of (a) any Subsidiary of the Borrower to make Restricted
Payments to, or Investments in, or repay Indebtedness or otherwise Sell property to, any Group Member or (b) any Group Member to incur or suffer to exist any Lien upon any property of any Group Member, whether now owned or hereafter acquired,
securing any of its Obligations (including any “equal and ratable” clause and any similar Contractual Obligation requiring, when a Lien is granted on any property, another Lien to be granted on such property or any other property), except,
for each of clauses (a) and (b) above: (i) restrictions imposed by applicable law; (ii) (A) contractual encumbrances or restrictions in effect on the Closing Date and set forth on Schedule 8.10 and
(B) contractual encumbrances or restrictions in effect on the Closing Date under Indebtedness existing on the Closing Date and permitted by Section 8.1(b) or any agreements related to any permitted renewal, extension or refinancing
of any such Indebtedness that does not expand the scope of any such encumbrance or restriction; (iii) any restriction on a Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the
Stock or assets of a Subsidiary permitted under Section 8.4 pending the closing of such sale or disposition; (iv) customary provisions in Joint Venture agreements and other similar agreements applicable to Joint Ventures permitted
under this Agreement; (v) customary provisions contained in leases or licenses of 

  
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intellectual property and other similar agreements entered into in the ordinary course of business; (vi) customary provisions restricting subletting or assignment of any lease governing a
leasehold interest; (vii) customary provisions restricting assignment of any agreement entered into in the ordinary course of business; (viii) customary restrictions and conditions contained in any agreement relating to the sale of any
asset permitted under Section 8.4 pending the consummation of such sale; (ix) customary restrictions and conditions contained in the document relating to any Lien, so long as (A) such Lien is permitted under
Section 8.2 and such restrictions or conditions relate only to the specific asset subject to such Lien, and (B) such restrictions and conditions are not created for the purpose of avoiding the restrictions imposed by this
Section 8.10; (x) customary net worth provisions contained in real property leases entered into by Subsidiaries of the Borrower, so long as the Borrower has determined in good faith that such net worth provisions could not
reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligations; (xi) any agreement in effect at the time any Subsidiary becomes a Subsidiary, so long as such agreement was not entered into in
contemplation of such Person becoming a Subsidiary; and (xii) Permitted Payment Restrictions contained in any documents evidencing or governing Indebtedness permitted hereunder of any Group Member that is not a Loan Party (provided that such
restrictions are not applicable to any Loan Party or the properties of any Loan Party). 
 Section 8.11 Modification of
Certain Documents. Parent shall not and the Borrower shall cause each Group Member not to do any of the following: 
 (a)
waive or otherwise modify any term of, or provide any consent under, any Constituent Document of, or otherwise change the capital structure of, any Group Member (including the terms of any of its outstanding Stock or Stock Equivalents), in each case
except for those modifications, consents and waivers that (x) do not elect, or permit the election, to treat the Stock or Stock Equivalents of any limited liability company (or similar entity) as certificated and (y) do not materially and
adversely affect the interests of any Secured Party under the Loan Documents or in the Collateral; or 
 (b) waive or otherwise
modify any term of, or provide any consent under, any Subordinated Debt and Junior Indebtedness, except for those modifications, consents and waivers that (x) do not materially and adversely affect the interest of any Secured Party and
(y) do not affect the subordination provisions thereof in a manner adverse to the Secured Parties. 
 Section 8.12
Accounting Changes; Fiscal Year. Parent shall not and the Borrower shall cause each Group Member not to change its fiscal year or its method for determining fiscal quarters or fiscal months, unless such change is necessary in order to conform
the fiscal year of a Group Member to the Borrower’s fiscal year. 
 Section 8.13 Margin Regulations. Parent
shall not and the Borrower shall cause each Group Member not to use all or any portion of the proceeds of any credit extended hereunder to purchase or carry margin stock (within the meaning of Regulation U of the Federal Reserve Board) in
contravention of Regulation U of the Federal Reserve Board. 
 Section 8.14 Compliance with ERISA. The Borrower
shall not cause or suffer to exist any ERISA Event that would, in the aggregate, reasonably be expected to have a Material Adverse Effect. 
 Section 8.15 Hazardous Materials. The Borrower shall cause each Group Member not to cause or suffer to exist any Release of any Hazardous Material at, to or from any real property owned,
leased, subleased or otherwise operated or occupied by any Group Member that would violate any Environmental Law, form the basis for any Environmental Liabilities or otherwise adversely affect the value or marketability of any real property (whether
or not owned by any Group Member), other than such violations, Environmental Liabilities and effects that would not, in the aggregate, reasonably be expected to have a Material Adverse Effect. 

  
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 Section 8.16 Material Contracts. The Borrower shall cause each Group Member not
to change or amend the terms of any material contract if such change could reasonably be expected to have a Material Adverse Effect. 
 Section 8.17 Anti-Terrorism Laws; Anti-Money Laundering; Embargoed Persons. The Borrower shall cause each Group Member not to (i) knowingly deal in, or otherwise engage in any transaction
relating to, any property or interests in property blocked pursuant to the Executive Order or any other Anti-Terrorism Law, (ii) knowingly engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading
or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law, or (iii) cause or permit any of the funds of any Group Member that are used to repay the Loans to be derived from any unlawful activity with the
result that the making of any of the Loans would be in violation of any Requirement of Law. 
 ARTICLE IX 

EVENTS OF DEFAULT 
 Section 9.1 Definition. Each of the following shall be an Event of Default: 
 (a) the Borrower shall fail to pay (i) any principal of any Loan or any L/C Reimbursement Obligation when the same becomes due and payable or (ii) any interest on any Loan, any fee under any
Loan Document or any other Obligation (other than those set forth in clause (i) above) and, in the case of this clause (ii), such non-payment continues for a period of 5 Business Days after the due date therefor; or

 (b) any representation, warranty or certification made or deemed made by or on behalf of any Loan Party in any Loan Document
or by or on behalf of any Loan Party (or any Responsible Officer thereof) in connection with any Loan Document (including in any document delivered in connection with any Loan Document) shall prove to have been incorrect in any material respect (or
in the case of any representation, warranty or certification that is by its terms qualified by concepts of materiality, shall prove to have been incorrect in any respect) when made or deemed made; or 

(c) any Loan Party shall fail to comply with (i) any provision of Section 2.19(a)(ii) (Reallocation of Defaulting
Lender Commitment, Etc.), Article V (Financial Covenants), Sections 6.1 (Financial Statements), 6.2(a)(i) or (ii) (Other Events), 7.1 (Maintenance of Corporate Existence), 7.9
(Use of Proceeds) or 7.10 (Additional Collateral and Guaranties) or Article VIII (Negative Covenants), or (ii) any other provision of any Loan Document if, in the case of this clause (ii), such failure
shall remain unremedied for 30 days after the earlier of the date on which (i) notice thereof shall have been given to the Borrower by the Administrative Agent or the Required Lenders and (ii) a Responsible Officer of Parent or the
Borrower has actual knowledge of such failure; or 
 (d)(i) any event or condition occurs that (A) results in any
Indebtedness of any Group Member having a principal amount of $3.0 million or more becoming due prior to its stated maturity, or (B) enables or permits (with all applicable grace periods having expired) the holder or holders of any such
Indebtedness or any trustee or agent on its or their behalf to cause such Indebtedness to become due, or to require the prepayment, repurchase, redemption, or defeasance thereof (or permits the early termination and requires the repayment thereof),
prior to its scheduled maturity, or (ii) any Group Member shall fail to pay the principal of any such Indebtedness at the stated final maturity thereof; provided, that this clause (d) shall not apply to secured Indebtedness
that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness; or 

  
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 (e)(i) Parent or any Group Member shall generally not pay its debts as such debts become
due, admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors, (ii) any proceeding shall be instituted by or against any Parent or any Group Member seeking to adjudicate it a
bankrupt or insolvent or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, composition of it or its debts or any similar order, in each case under any Requirement of Law relating to bankruptcy, insolvency
or reorganization or relief of debtors or seeking the entry of an order for relief or the appointment of a custodian, receiver, trustee, conservator, liquidating agent, liquidator, other similar official or other official with similar powers, in
each case for it or for any substantial part of its property and, in the case of any such proceedings instituted against (but not by or with the consent of) Parent or any Group Member, either such proceedings shall remain undismissed or unstayed for
a period of 60 days or more or any action sought in such proceedings shall occur or (iii) Parent or any Group Member shall take any corporate or similar action or any other action to authorize any action described in clause (i) or
(ii) above; or 
 (f) one or more judgments, orders or decrees (or other similar process) shall be rendered against
Parent or any Group Member (i)(A) in the case of money judgments, orders and decrees, involving an aggregate amount (excluding amounts adequately covered by insurance payable to any Group Member, to the extent an unaffiliated and solvent insurer has
not denied or contested coverage therefor, provided that, for the avoidance of doubt, a reservation of rights by an insurance company would not in and of itself constitute contested coverage) in excess of $3.0 million, or (B) otherwise, that
would reasonably be expected to have, in the aggregate, a Material Adverse Effect, and (ii)(A) enforcement proceedings shall have been commenced by any creditor upon any such judgment, order or decree, or (B) such judgment, order or decree
shall not have been vacated, discharged or unstayed for a period of 60 consecutive days; 
 (g) except pursuant to a valid,
binding and enforceable termination or release permitted under the Loan Documents and executed by the Administrative Agent or as otherwise expressly permitted under any Loan Document, (i) any provision of any Loan Document shall, at any time
after the delivery of such Loan Document, fail to be, or be asserted in writing by Parent or any Group Member not to be valid and binding on, or enforceable against, any Loan Party party thereto, or (ii) any Loan Document purporting to grant a
Lien to secure any Obligation shall, at any time after the delivery of such Loan Document, fail to create a valid and enforceable Lien on any material portion of the Collateral and purported to be covered thereby or such Lien shall fail or cease to
be a perfected Lien with the priority required in the relevant Loan Document, or Parent or any Group Member shall state in writing that any of the events described in clause (i) or (ii) above shall have occurred; 

(h) there shall occur any Change of Control; 
 (i) an ERISA Event occurs which has resulted in liability of a Group Member in an aggregate amount that would reasonably be expected to have a Material Adverse Effect; or 

(j) the subordination provisions applicable to any Subordinated Debt or Junior Indebtedness having a principal amount of $3.0 million or
more shall cease to be in full force. 
 Section 9.2 Remedies. During the continuance of any Event of Default, the
Administrative Agent may, and, at the request of the Required Lenders, shall, in each case by notice to the Borrower and in addition to any other right or remedy provided under any Loan Document or by any applicable


  
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Requirement of Law, do each of the following: (a) declare all or any portion of the Commitments terminated, whereupon the Commitments shall immediately be reduced by such portion or, in the
case of a termination in whole, shall terminate together with any obligation any Lender may have hereunder to make any Loan and any L/C Issuer may have hereunder to Issue any Letter of Credit or (b) declare immediately due and payable all or
part of any Obligation (including any accrued but unpaid interest thereon), whereupon the same shall become immediately due and payable, without presentment, demand, protest or further notice or other requirements of any kind, all of which are
hereby expressly waived by Parent and the Borrower (and, to the extent provided in any other Loan Document, other Loan Parties); provided, that, effective immediately upon the occurrence of the Events of Default specified in
Section 9.1(e)(ii), (x) the Commitments of each Lender to make Loans and the commitment of each L/C Issuer to Issue Letters of Credit shall each automatically be terminated and (y) each Obligation (including in each case any
accrued all accrued but unpaid interest thereon) shall automatically become and be due and payable, without presentment, demand, protest or further notice or other requirement of any kind, all of which are hereby expressly waived by Parent and the
Borrower (and, to the extent provided in any other Loan Document, any other Loan Party). 
 Section 9.3 [Reserved].

 Section 9.4 Actions in Respect of Letters of Credit. At any time (i) upon the Revolving Credit Termination
Date, (ii) after the Revolving Credit Termination Date when the aggregate funds on deposit in L/C Cash Collateral Accounts shall be less than 105% of the L/C Obligations for all Letters of Credit at such time and (iii) as required by
Section 2.12, the Borrower shall pay to the Administrative Agent in immediately available funds at the Administrative Agent’s office referred to in Section 11.11, for deposit in a L/C Cash Collateral Account, the amount
required so that, after such payment, the aggregate funds on deposit in the L/C Cash Collateral Accounts equals or exceeds 105% of the L/C Obligations for all Letters of Credit at such time (not to exceed, in the case of clause
(iii) above, the payment to be applied pursuant to Section 2.12 to provide cash collateral for Letters of Credit). 
 ARTICLE X 
 THE AGENTS 

Section 10.1 Appointment and Authority. (a) Each Lender Party hereby irrevocably appoints Royal Bank to act on its
behalf as the Administrative Agent and as the Collateral Agent hereunder and under the other Loan Documents and authorizes the Agents to take such actions on its behalf and to exercise such powers as are delegated to the Agents by the terms hereof
or thereof, together with such actions and powers as are reasonably incidental thereto. Each Lender Party hereby irrevocably appoints KeyBank National Association as Syndication Agent hereunder. Notwithstanding any provision to the contrary
contained in this Agreement or in any other Loan Document, the Administrative Agent shall have no duties or responsibilities, except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary
relationship with any Lender or Participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent.
Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents with reference to any Agent is not intended to connote any fiduciary or other implied (or express) obligations
arising under agency doctrine of any applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties The provisions of
this Article X are solely for the benefit of the Agents, the Arrangers and the Lender Parties, and neither the Borrower nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions. 

  
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 (b) Each L/C Issuer shall have all of the benefits and immunities (i) provided to the
Agents in this Article X with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to
such Letters of Credit as fully as if the term “Agent” as used in this Article X included such L/C Issuer with respect to such acts or omissions, and (ii) as additionally provided herein with respect to such L/C Issuer. 

Section 10.2 Agents Individually. (a) Each Person serving as an Agent or Arranger hereunder shall have the same rights
and powers in its capacity as a Lender Party as any other Lender Party and may exercise the same as though it were not an Agent or an Arranger and the term “Lender Party” or “Lender Parties” shall, unless otherwise expressly
indicated or unless the context otherwise requires, include each Person serving as an Agent or an Arranger hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or
in any other advisory capacity for and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if such Person were not an Agent or an Arranger hereunder and without any duty to account therefor to
the Lender Parties. 
 (b) Each Lender Party understands that each Person serving as an Agent or an Arranger, in each case,
acting in its individual capacity, and its Affiliates (collectively, such “Agent’s Group”) are engaged in a wide range of financial services and businesses (including investment management, financing, securities trading,
corporate and investment banking and research) (such services and businesses are collectively referred to in this Section 10.2 as “Activities”) and may engage in the Activities with or on behalf of one or more of the
Loan Parties or their respective Affiliates. Furthermore, each Agent’s Group may, in undertaking the Activities, engage in trading in financial products or undertake other investment businesses for its own account or on behalf of others
(including the Loan Parties and their Affiliates and including holding, for its own account or on behalf of others, equity, debt and similar positions in the Borrower, another Loan Party or their respective Affiliates), including trading in or
holding long, short or derivative positions in securities, loans or other financial products of one or more of the Loan Parties or their Affiliates. Each Lender Party understands and agrees that in engaging in the Activities, each Agent’s Group
may receive or otherwise obtain information concerning the Loan Parties or their Affiliates (including information concerning the ability of the Loan Parties to perform their respective Obligations hereunder and under the other Loan Documents) which
information may not be available to any of the Lender Parties that are not members of such Agent’s Group. No Agent or Arranger nor any member of such Agent’s Group shall have any duty to disclose to any Lender Party or use on behalf of the
Lender Parties, and shall not be liable for the failure to so disclose or use, any information whatsoever about or derived from the Activities or otherwise (including any information concerning the business, prospects, operations, property,
financial and other condition or creditworthiness of any Loan Party or any Affiliate of any Loan Party) or to account for any revenue or profits obtained in connection with the Activities, except that each Agent shall deliver or otherwise make
available to each Lender Party such documents as are expressly required by any Loan Document to be transmitted by such Agent to the Lender Parties. 
 (c) Each Lender Party further understands that there may be situations where members of each Agent’s Group or their respective customers (including the Loan Parties and their Affiliates) either now
have or may in the future have interests or take actions that may conflict with the interests of any one or more of the Lender Parties (including the interests of the Lender Parties hereunder and under the other Loan Documents). Each Lender Party
agrees that no member of any Agent’s Group is or shall be required to restrict its activities as a result of each Person serving as an Agent or an Arranger being a member of such Agent’s Group, and that each member of such Agent’s
Group may undertake any Activities without further consultation with or notification to any Lender Party. None of (i) this Agreement nor any other Loan Document, (ii) the receipt by any Agent’s Group of information (including


  
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Information) concerning the Loan Parties or their Affiliates (including information concerning the ability of the Loan Parties to perform their respective Obligations hereunder and under the
other Loan Documents) nor (iii) any other matter shall give rise to any fiduciary, equitable or contractual duties (including without limitation any duty of trust or confidence) owing by any Agent or Arranger or any member of such Agent’s
Group to any Lender Party including any such duty that would prevent or restrict such Agent’s Group from acting on behalf of customers (including the Loan Parties or their Affiliates) or for its own account. 

Section 10.3 Duties of the Agents; Exculpatory Provisions. (a) Each Agent’s duties hereunder and under the other
Loan Documents are solely ministerial and administrative in nature and no Agent shall have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, no Agent
shall have any duty to take any discretionary action or exercise any discretionary powers, but shall be required to act or refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written direction of the
Required Lenders or the Administrative Agent in the case of the Collateral Agent (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that no Agent shall be
required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent or any of its Affiliates to liability or that is contrary to any Loan Document or applicable law. 

(b) No Agent shall be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders
or the Administrative Agent in the case of the Collateral Agent (or such other number or percentage of the Lenders as shall be necessary, or as such Agent shall believe in good faith shall be necessary, under the circumstances as provided in
Section 9.2 or 11.1) or (ii) in the absence of its own gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. No Agent shall be deemed to have knowledge of
any Default or the event or events that give or may give rise to any Default unless and until the Borrower or any Lender Party shall have given notice to such Agent describing such Default and such event or events. 

(c) No Agent or Arranger nor any member of such Agent’s Group shall be responsible for or have any duty to ascertain or inquire into
(i) any statement, warranty, representation or other information made or supplied in or in connection with this Agreement, any other Loan Document or the Disclosure Documents, (ii) the contents of any certificate, report or other document
delivered hereunder or thereunder or in connection herewith or therewith or the adequacy, accuracy and/or completeness of the information contained therein, (iii) the performance or observance of any of the covenants, agreements or other terms
or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or the
perfection or priority of any Lien or security interest created or purported to be created by any Loan Document, (v) the value or the sufficiency of any Collateral or (vi) the satisfaction of any condition set forth in Article III
or elsewhere herein, other than (in the case of the Agent, but subject to the foregoing clause (ii)) to confirm receipt of items expressly required to be delivered to such Agent. 

(d) Nothing in this Agreement or any other Loan Document shall require any Agent, Arranger or any of their respective Related Persons to
carry out any “know your customer” or other checks in relation to any Person on behalf of any Lender Party and each Lender Party confirms to each Agent and each Arranger that it is solely responsible for any such checks it is required to
carry out and that it may not rely on any statement in relation to such checks made by such Agent, such Arranger or any of their respective Related Persons. 

  
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 Section 10.4 Reliance by Agents. Each Agent shall be entitled to rely upon, and
shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including 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. Each Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur
any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender Party, the Administrative
Agent may presume that such condition is satisfactory to such Lender Party unless an officer of the Administrative Agent responsible for the transactions contemplated hereby shall have received notice to the contrary from such Lender Party prior to
the making of such Loan or the issuance of such Letter of Credit, and in the case of a Borrowing, such Lender Party shall not have made available to the Administrative Agent such Lender Party’s ratable portion of such Borrowing. Each Agent may
consult with legal counsel (who may be counsel for the Borrower or any other Loan Party), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any
such counsel, accountants or experts. 
 Section 10.5 Delegation of Duties. Each 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 Affiliates, agents, employees or attorneys-in-fact, such sub-agents as shall be deemed necessary by such Agent, and shall be entitled to
advice of counsel, both internal and external, and other consultants or experts concerning all matters pertaining to such duties. Each Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or
through their respective Related Persons. Each such sub-agent and the Related Persons of such Agent and each such sub-agent shall be entitled to the benefits of all provisions of this Article X (as though such sub-agents were the
“Administrative Agent,” “Collateral Agent” or such other “Agent” under the Loan Documents) as if set forth in full herein with respect thereto. No Agent shall be responsible for the negligence or misconduct of any agent
or sub-agent or attorney-in-fact that it selects in the absence of gross negligence or willful misconduct. 
 Section 10.6
Notice of Default. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default, except with respect to defaults in the payment of principal, interest and fees required to be paid to the
Administrative Agent for the account of the Lenders, unless the Administrative Agent shall have received written notice from a Lender or the Borrowers referring to this Agreement, describing such Default and stating that such notice is a
“notice of default”. The Administrative Agent will promptly notify the Lenders of its receipt of any such notice. The Administrative Agent shall take such action with respect to any Event of Default as may be directed by the Required
Lenders in accordance with Article IX; provided that unless and until the Administrative Agent has received any such direction, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with
respect to such Event of Default as it shall deem advisable or in the best interest of the Lenders. 
 Section 10.7
Resignation of Agents. (a) The Administrative Agent and the Collateral Agent may at any time give notice of its resignation to the Lender Parties and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders
shall have the right, in consultation with the Borrower, to appoint a successor, which shall be a bank with an office in New York City, or an Affiliate of any such financial institution with an office in New York City. If no such successor shall
have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation (such 30-day period, the “Lender Party Appointment Period”), then
the retiring Agent may on behalf of the Lender Parties, appoint a successor Agent meeting the qualifications set forth above. In addition and without any obligation on the part of the retiring Agent to appoint, on behalf of the Lender Parties, a
successor Agent, the retiring Agent may at any time upon or 

  
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after the end of the Lender Party Appointment Period notify the Borrower and the Lender Parties that no qualifying Person has accepted appointment as successor Agent and the effective date of
such retiring Agent’s resignation. Upon the resignation effective date established in such notice and regardless of whether a successor Agent has been appointed and accepted such appointment, the retiring Agent’s resignation shall
nonetheless become effective and (i) the retiring Agent shall be discharged from its duties and obligations as Agent hereunder and under the other Loan Documents and (ii) all payments, communications and determinations provided to be made
by, to or through such Agent shall instead be made by or to each Lender Party directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraph and all Collateral held by the Collateral Agent shall
be surrendered to a Lender Party selected by the Required Lenders. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties as
Agent of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations as Agent hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this
paragraph). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder and under
the other Loan Documents, the provisions of this Article X shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Persons in respect of any actions taken or omitted to be taken by any of them
while the retiring Agent was acting as Agent. 
 (b) Any resignation pursuant to this Section by a Person acting as
Administrative Agent shall, unless such Person shall notify the Borrower and the Lender Parties otherwise, also act to relieve such Person and its Affiliates of any obligation to advance or issue new, or extend existing, Letters of Credit where such
advance, issuance or extension is to occur on or after the effective date of such resignation. 
 Section 10.8
Resignation of L/C Issuer. In addition to the foregoing, if a Lender becomes, and during the period it remains, a Defaulting Lender, the L/C Issuer may, upon prior written notice to the Borrower and the Administrative Agent, resign as L/C
Issuer effective at the close of business New York time on a date specified in such notice; provided that such resignation by the L/C Issuer will have no effect on the validity or enforceability of any Letter of Credit then outstanding or on
the obligations of the Borrower or any Lender under this Agreement with respect to any such outstanding Letter of Credit or otherwise to the L/C Issuer. 
 Section 10.9 Non-Reliance on Agents and Other Lender Parties. (a) Each Lender Party confirms to each Agent, each Arranger, each other Lender Party and each of their respective Related
Persons that it (i) possesses (individually or through its Related Persons) such knowledge and experience in financial and business matters that it is capable, without reliance on any Agent, any Arranger, any other Lender Party or any of their
respective Related Persons, of evaluating the merits and risks (including tax, legal, regulatory, credit, accounting and other financial matters) of (x) entering into this Agreement, (y) making Loans and other extensions of credit
hereunder and under the other Loan Documents and (z) in taking or not taking actions hereunder and thereunder, (ii) is financially able to bear such risks and (iii) has determined that entering into this Agreement and making Loans and
other extensions of credit hereunder and under the other Loan Documents is suitable and appropriate for it. 
 (b) Each Lender
Party acknowledges that (i) it is solely responsible for making its own independent appraisal and investigation of all risks arising under or in connection with this Agreement and the other Loan Documents, (ii) that it has, independently
and without reliance upon any Agent, any Arranger, any other Lender Party or any of their respective Related Persons, made its own appraisal and investigation of all risks associated with, and its own credit analysis and decision to enter into, this
Agreement based on such documents and information, as it has deemed appropriate and (iii) it will, 

  
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independently and without reliance upon any Agent, any Arranger, any other Lender Party or any of their respective Related Persons, continue to be solely responsible for making its own appraisal
and investigation of all risks arising under or in connection with, and its own credit analysis and decision to take or not take action under, this Agreement and the other Loan Documents based on such documents and information as it shall from time
to time deem appropriate, which may include, in each case: 
 (i) the financial condition, status and
capitalization of the Borrower and each other Loan Party; 
 (ii) the legality, validity, effectiveness, adequacy
or enforceability of this Agreement and each other Loan Document and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Loan Document; 

(iii) determining compliance or non-compliance with any condition hereunder to the making of a Loan, or the issuance of a
Letter of Credit and the form and substance of all evidence delivered in connection with establishing the satisfaction of each such condition; and 
 (iv) the adequacy, accuracy and/or completeness of the Disclosure Documents and any other information delivered by any Agent, any Arranger, any other Lender Party or by any of their respective Related
Persons under or in connection with this Agreement or any other Loan Document, the transactions contemplated hereby and thereby or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection
with any Loan Document. 
 Section 10.10 Release of Collateral or Guarantors. Each Lender Party hereby consents to
the release and hereby directs the Collateral Agent to release or subordinate any Lien held by the Collateral Agent for the benefit of the Secured Parties against (i) any Collateral that is Sold by a Loan Party in a Sale (other than a Sale to
another Loan Party) permitted by the Loan Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to Section 7.10 after giving effect to such Sale have been
granted, (ii) any property subject to a Lien permitted hereunder to the extent such property constitutes “Excluded Property” (as defined in the Guaranty and Security Agreement) and (iii) all of the Collateral and all Loan
Parties, upon (A) termination of the Commitments and all Secured Hedging Support Documents, (B) payment and satisfaction in full of all Loans, all L/C Reimbursement Obligations and all other Obligations that the Administrative Agent and
the Collateral Agent have been notified in writing are then due and payable and (C) deposit of cash collateral with respect to all L/C Obligations (or a back-up letter of credit has been issued), in an amount equal to 105% of such L/C
Obligation and with parties satisfactory to the Administrative Agent and the applicable L/C Issuer. 
 Each Lender Party hereby directs the
Collateral Agent, and the Collateral Agent hereby agrees at the Borrower’s expense, upon receipt of reasonable advance notice from the Borrower, to execute and deliver or file such documents and to perform other actions reasonably necessary to
release the guaranties and Liens when and as directed in this Section 10.10. 
 Section 10.11 Additional
Secured Parties. The benefit of the provisions of the Loan Documents directly relating to the Collateral or any Lien granted thereunder shall extend to and be available to any Secured Party that is not a Lender Party so long as, by accepting
such benefits, such Secured Party agrees, as among the Agents and all other Secured Parties, that such Secured Party agrees to and is bound by (and, if requested by the Administrative Agent, shall confirm such agreement in a writing in form and


  
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substance acceptable to the Administrative Agent) this Article X, Section 11.8 (Right of Setoff), Section 11.9 (Sharing of Payments, Etc.) and
Section 11.20 (Confidentiality) and the decisions and actions of the Agents and the Required Lenders (or, where expressly required by the terms of this Agreement, a greater proportion of the Lenders) to the same extent a Lender is
bound; provided, that, notwithstanding the foregoing, (a) such Secured Party shall be bound by Section 10.12 only to the extent of Liabilities, costs and expenses with respect to or otherwise relating to the Collateral held
for the benefit of such Secured Party, in which case the obligations of such Secured Party thereunder shall be such Secured Party’s pro rata share (based on the amount of Obligations owing to such Secured Party relative to the aggregate amount
of all Obligations) of such liabilities, costs and expenses, and (b) except as set forth herein specifically for such Secured Party, (i) each of the Agents and the Lender Parties shall be entitled to act at its sole discretion, without
regard to the interest of such Secured Party, regardless of whether any Obligation to such Secured Party thereafter remains outstanding, is deprived of the benefit of the Collateral, becomes unsecured or is otherwise affected or put in jeopardy
thereby, and without any duty or liability to such Secured Party or any such Obligation, and (ii) such Secured Party shall not have any right to be notified of, consent to, direct, require or be heard with respect to, any action taken or
omitted in respect of the Collateral or under any Loan Document. The Borrower hereby authorizes each Secured Hedging Counterparty party to a Secured Hedging Support Document to receive confidential and other information from the counterparty to the
Hedging Agreement supported by such Secured Hedging Support Document in respect of such Hedging Agreement, Secured Hedging Support Document, or otherwise in respect of the Borrower and its Affiliates. Each party hereto that is a Secured Hedging
Counterparty party to any Secured Hedging Support Document or whose Affiliate is such a Secured Hedging Counterparty shall not, and shall not cause such Affiliate to, revoke, cancel or otherwise terminate such Secured Hedging Support Document prior
to the earlier of (w) the scheduled expiration or maturity of such Secured Hedging Support Document, (x) the occurrence or continuation of any Event of Default, (y) any breach of the terms of such Secured Hedging Support Document
constituting a termination event or otherwise permitting such termination, and (z) the Scheduled Maturity Date. 

Section 10.12 Expenses; Indemnities. (a) Each Lender agrees to reimburse each Agent, each Arranger and each of their
respective Related Persons (to the extent not reimbursed by any Loan Party) promptly upon demand for such Lender’s Pro Rata Share with respect to the Facilities of any costs and expenses (including fees, charges and disbursements of financial,
legal and other advisors paid in the name of, or on behalf of, any Loan Party) that may be incurred by such Agent, such Arranger or any of their respective Related Persons in connection with the preparation, syndication, execution, delivery,
administration, modification, consent, waiver or enforcement (whether through negotiations, through any work-out, bankruptcy, restructuring or other legal or other proceeding or otherwise) of, or legal advice in respect of its rights or
responsibilities under, any Loan Document. 
 (b) EACH LENDER FURTHER AGREES TO INDEMNIFY EACH AGENT, EACH ARRANGER AND EACH
OF THEIR RESPECTIVE RELATED PERSONS (TO THE EXTENT NOT REIMBURSED BY ANY LOAN PARTY), FROM AND AGAINST SUCH LENDER’S AGGREGATE PRO RATA SHARE WITH RESPECT TO THE FACILITIES OF ANY LIABILITIES THAT MAY BE IMPOSED ON, INCURRED BY OR ASSERTED
AGAINST SUCH AGENT, SUCH ARRANGER OR ANY OF THEIR RESPECTIVE RELATED PERSONS AND IN ANY MATTER RELATING TO OR ARISING OUT OF, IN CONNECTION WITH OR AS A RESULT OF ANY LOAN DOCUMENT OR ANY OTHER ACT, EVENT OR TRANSACTION RELATED, CONTEMPLATED IN OR
ATTENDANT TO ANY SUCH DOCUMENT, OR, IN EACH CASE, ANY ACTION TAKEN OR OMITTED TO BE TAKEN BY SUCH AGENT, SUCH ARRANGER OR ANY OF THEIR RESPECTIVE RELATED PERSONS UNDER OR WITH RESPECT TO ANY OF THE FOREGOING (IN EACH CASE, WHETHER OR NOT CAUSED OR
ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE ORDINARY NEGLIGENCE OF ANY AGENT, ANY ARRANGER 

  
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OR THEIR RESPECTIVE RELATED PERSONS; PROVIDED, THAT NO LENDER SHALL BE LIABLE TO ANY AGENT, ANY ARRANGER OR ANY OF THEIR RESPECTIVE RELATED PERSONS TO THE EXTENT SUCH LIABILITY HAS RESULTED
FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH AGENT, SUCH ARRANGER OR, AS THE CASE MAY BE, SUCH RELATED PERSON, AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL NON-APPEALABLE JUDGMENT OR ORDER. THE AGREEMENTS IN THIS SECTION
10.12 SHALL SURVIVE THE RESIGNATION AND/OR REPLACEMENT OF THE ADMINISTRATIVE AGENT OR COLLATERAL AGENT, AS APPLICABLE, ANY ASSIGNMENT OF RIGHTS BY, OR THE REPLACEMENT OF, A LENDER PARTY, THE TERMINATION OF THIS AGREEMENT AND THE REPAYMENT,
SATISFACTION OR DISCHARGE OF ALL OTHER OBLIGATIONS. 
 Section 10.13 No Other Duties, etc. Anything herein to
the contrary notwithstanding, none of the Persons acting as Syndication Agent or Arrangers listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its
capacity, as applicable, as the Administrative Agent, Collateral Agent or as a Lender Party hereunder; provided that the Syndication Agent and Arrangers shall be entitled to all benefits of this Article X. 

Section 10.14 Withholding Tax. To the extent required by any applicable law, the Administrative Agent may deduct or withhold
from any payment to any Secured Party an amount equivalent to any applicable withholding tax. If the Internal Revenue Service or any authority of the United States or other jurisdiction asserts a claim that the Administrative Agent did not properly
withhold Tax from amounts paid to or for the account of any Secured Party (because the appropriate form was not delivered or was not properly executed, or because such Secured Party failed to notify the Administrative Agent of a change in
circumstances that rendered the exemption from, or reduction of, withholding tax ineffective, or for any other reason), such Secured Party shall indemnify and hold harmless the Administrative Agent (to the extent that the Administrative Agent has
not already been reimbursed by any Loan Party pursuant to Sections 2.16 and 2.17 and without increasing or limiting the obligation of any Loan Party to do so) fully for all amounts paid, directly or indirectly, by the Administrative
Agent as Tax or otherwise, together with all expenses incurred, including legal expenses, allocated staff costs and any out-of-pocket expenses, whether or not such Tax was 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 Secured Party by the Administrative Agent shall be conclusive absent manifest error. Each Secured Party hereby authorizes the Administrative Agent to set off and
apply any and all amounts at any time owing to such Secured Party under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this Section 10.14. The agreements in this
Section 10.14 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Secured Party, the termination of this Agreement and the repayment, satisfaction or
discharge of all other Obligations. 
 Section 10.15 Removal of Agents. Anything herein to the contrary
notwithstanding, if at any time the Required Lenders determine that the Person serving as Administrative Agent or Collateral Agent is (without taking into account any provision in the definition of “Defaulting Lender” requiring notice from
the Administrative Agent or any other party) a Defaulting Lender, the Required Lenders (determined after giving effect to Section 11.1(c)) may by notice to the Borrower and such Person remove such Person as Administrative Agent or
Collateral Agent and appoint a replacement Administrative Agent or Collateral Agent hereunder. Such removal will, to the fullest extent permitted by applicable law, be effective on the earlier of (i) the date a replacement Administrative Agent
or Collateral Agent is appointed and (ii) the date 20 Business Days after the giving of such notice by the Required Lenders (regardless of whether a replacement Administrative Agent or Collateral Agent has been appointed) and, in the case of
the Collateral Agent, the Collateral held by the Collateral Agent shall be surrendered to a Lender Party selected by the Required Lenders. 

  
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 ARTICLE XI 
 MISCELLANEOUS 
 Section 11.1 Amendments, Waivers, Etc. (a) No
amendment or waiver of any provision of any Loan Document (other than the Fee Letter) and no consent to any departure by any Loan Party therefrom shall be effective unless the same shall be in writing and signed (1) in the case of an amendment,
consent or waiver to (A) cure any ambiguity, omission, defect or inconsistency, by the Administrative Agent and the Borrower or (B) grant a new Lien for the benefit of the Secured Parties or extend an existing Lien over additional
property, by the Collateral Agent and the Borrower and (2) in the case of any other amendment, waiver or consent by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and the Borrower;
provided, that no amendment, consent or waiver described in clause (2) above shall, unless in writing and signed by each Lender directly affected thereby (or by the Administrative Agent with the consent of such Lender), in
addition to any other Person the signature of which is otherwise required pursuant to any Loan Document, be effective to do any of the following: 
 (i) waive any condition specified in Section 3.1, except any condition referring to any other provision of any Loan Document; 

(ii) increase the Commitment of such Lender or subject such Lender to any additional obligation; 

(iii) reduce (including through release, forgiveness, assignment or otherwise) (A) the principal amount of, the
interest rate on, or any obligation of the Borrower to repay (whether or not on a fixed date), any outstanding Loan owing to such Lender (excluding mandatory prepayments), (B) any fee or accrued interest payable to such Lender or (C) if
such Lender is a Revolving Credit Lender, any L/C Reimbursement Obligation or any obligation of the Borrower to repay (whether or not on a fixed date) any L/C Reimbursement Obligation; provided, that this clause (iii) does not
apply to (x) any change to any provision increasing any interest rate or fee during the continuance of an Event of Default or to any payment of any such increase or (y) any modification to any financial covenant set forth in Article
V or in any definition set forth therein or principally used therein; 
 (iv) extend, waive or postpone any
scheduled maturity date or other scheduled date fixed for the payment, in whole or in part, of principal of or interest on any Loan or fee owing to such Lender or for the reduction of such Lender’s Commitment or the stated expiration date of
any Letter of Credit beyond the Revolving Credit Termination Date; provided, that this clause (iv) does not apply to any change to mandatory prepayments, including those required under Section 2.8, or to the
application of any payment, including as set forth in Section 2.12; 
 (v) waive or amend any
provision of Section 2.12(c) (Application of Payments during an Event of Default) or Section 2.12(d) (Application of Payments Generally); 

(vi) except as provided in Section 10.10, release all or substantially all of the Collateral or any Guarantor
from its guaranty of any Obligation of the Borrower; 

  
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 (vii) reduce or increase the proportion of Lenders required for the Lenders
(or any subset thereof) to take any action hereunder or change the definition of the terms “Required Lenders”, “Required Revolving Credit Lenders”, “Required Term Loan Lenders”, “Pro Rata Share” or “Pro
Rata Outstandings”; 
 (viii) amend Section 10.10 (Release of Collateral or Guarantors) if the
effect of such amendment is a release described in clause (vi) above, Section 11.9 (Sharing of Payments) or this Section 11.1; 
 (ix) waive any condition set forth in Section 3.2 as to any Borrowing under a particular Facility, directly or indirectly (including by waiving any Default or Event of Default or amending or
modifying Section 3.2 or Section 9.1 if the effect thereof is to permit such Borrowing), without the written consent of the Required Revolving Credit Lenders or the Required Term Loan Lenders, as the case may be; or 

(x) consent to the assignment by any Loan Party of any of its rights and obligations under any Loan Document. 

and provided, further, that (x)(A) any waiver of any payment applied pursuant to Section 2.12(b) (Application of Mandatory
Prepayments) to, and any modification of the application of any such payment to, (1) the Term Loans shall require the consent of the Required Term Loan Lenders and (2) the Revolving Loans shall require the consent of the Required
Revolving Credit Lenders, (B) any change to the definition of the term “Required Term Loan Lender” shall require the consent of all of the Term Loan Lenders, (C) any change to the definition of the term “Required Revolving
Credit Lender” shall require the consent of all of the Revolving Credit Lenders and (D) any change or amendment to Section 2.8 (Mandatory Prepayments) shall require the consent of the Required Term Loan Lenders until
payment in full of the Term Loans and, after such full payment, the Required Revolving Credit Lenders, (y) no amendment, waiver or consent shall affect the rights or duties under any Loan Document of, or any payment to, any Agent (or otherwise
modify any provision of Article X or the application thereof), any L/C Issuer or any SPV that has been granted an option pursuant to Section 11.2(f) unless in writing and signed by such Agent, such L/C Issuer or, as the case may
be, such SPV in addition to any signature otherwise required and (z) the consent of the Borrower shall not be required to change any order of priority set forth in Section 2.12. 

(b) Each waiver or consent under any Loan Document shall be effective only in the specific instance and for the specific purpose for
which it was given. No notice to or demand on any Loan Party shall entitle any Loan Party to any notice or demand in the same, similar or other circumstances. No failure on the part of any Secured Party to exercise, and no delay in exercising, any
right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right. In the case of any waiver, the Borrower, the Lenders,
the Administrative Agent and the Collateral Agent shall be restored to their former positions and rights hereunder and under the other Loan Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing, it
being understood that no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon (or reduce the amount of any increased interest or fee payments as a consequence of any such Default or
Event of Default). 
 (c) Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting
Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder and the Commitment and the outstanding Loans or other extensions of credit of such Lender hereunder
will not be taken into account in determining 

  
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whether the Required Lenders, Required Revolving Credit Lenders, Required Term Loan Lenders or all of the Lenders, as required, have approved any such amendment or waiver (and the definitions of
“Required Lenders”, “Required Revolving Credit Lenders” and “Required Term Loan Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or
waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing
to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent
of such Defaulting Lender. 
 Section 11.2 Assignments and Participations; Binding Effect. (a) Binding
Effect. This Agreement shall become effective when it shall have been executed by Parent, the Borrower, the Guarantors and the Agents and when the Administrative Agent shall have been notified by each Lender and L/C Issuer that such Lender or
L/C Issuer has executed it. Thereafter, it shall be binding upon and inure to the benefit of Parent, the Borrower (in each case except for Article X), each Agent, each Lender and L/C Issuer and, to the extent provided in
Section 10.12, each other Indemnitee and Secured Party and, in each case, their respective successors and permitted assigns. None of Parent, the Borrower, any L/C Issuer or any Agent (except to a successor Agent named pursuant to
Section 10.7 or otherwise to facilitate a transaction contemplated by such Section 10.7) shall have the right to assign any rights or obligations hereunder or any interest herein; provided, that each Secured Hedging
Counterparty may assign its rights and interests in, but not its obligations under, Secured Hedging Support Provisions. 
 (b)
Right to Assign. 
 (i) Each Lender may sell, transfer, negotiate or assign all or a portion of its rights
and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender, (ii) any Affiliate or Approved Fund of any existing Lender,
(iii) any Person that is simultaneously purchasing all or substantially all of such Lender’s loan portfolio, or (iv) any other Person reasonably acceptable (which acceptance shall not be unreasonably withheld or delayed) to the
Administrative Agent and, as long as no Event of Default under Section 9.1(a) or (e) is continuing, the Borrower; provided, that (v) no Lender may sell, transfer, negotiate or assign any rights or obligations hereunder to any
Permitted Investor, Parent, the Borrower or any Affiliate or Subsidiary of any of the foregoing, except as permitted by clauses (ii) and (iii) below, (w) any Assignment of Revolving Credit Commitments shall require the consent (which
consent shall not be unreasonably withheld or delayed) of the Administrative Agent and the L/C Issuer, (x) such Sales do not have to be ratable between the Facilities but must be ratable among the obligations owing to and owed by such Lender
with respect to a Facility, (y) for each Facility, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and L/C Obligations subject to any such Sale shall be an
integral multiple of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s entire interest in such Facility or is made with the prior consent (which consent
shall not be unreasonably withheld or delayed) of the Borrower (as long as no Event of Default is continuing) and the Administrative Agent (which consent shall not be unreasonably withheld or delayed) and (z) the Borrower shall exercise
commercially reasonable efforts to respond to a request for consent to an Assignment within ten Business Days after having received notice of such Assignment (provided, that for the avoidance of doubt, failure to respond to such request shall be
deemed to be consent). Notwithstanding the foregoing, any such Sales by Defaulting Lenders shall be subject to the Administrative Agent’s prior written consent in all instances; 

  
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 (ii) Notwithstanding the foregoing, (a) Permitted Investor, Parent, the
Borrower or any Affiliate or Subsidiary of any Permitted Investor, Parent or the Borrower (in such capacity, the “Offeror”) may make one or more offers to repurchase all or any portion of the Term Loans of Lenders, in each case,
subject to, and solely to the extent permitted in accordance with, the terms, conditions, limitations and procedures set forth in Exhibit 11.2 hereto (and any such repurchase shall occur pursuant to the form of Purchaser Assignment and Acceptance
attached as Annex C to Exhibit 11.2) and (b) Assignments to any Permitted Investor, Parent, the Borrower or any Affiliate or Subsidiary of any Permitted Investor, Parent or the Borrower shall be permitted only so long as the acquired Loans and
Commitments shall be immediately cancelled upon the effectiveness of the Assignment thereof; 
 (iii) Following
repurchase by Offeror pursuant to this Section 11.2(b), the Term Loans so repurchased shall be deemed cancelled for all purposes and no longer outstanding (and may not be resold by such Offeror), for all purposes of this Agreement and all other
Loan Documents, including, but not limited to (A) the making of, or the application of, any payments to the Lenders under this Agreement or any other Loan Document, (B) the making of any request, demand, authorization, direction, notice,
consent or waiver under this Agreement or any other Loan Document or (C) the determination of Required Lenders, or for any similar or related purpose, under this Agreement or any other Loan Document. Any payment made by the Offeror in
connection with a repurchase permitted by this Section 11.2(b) shall not be subject to the provisions of either Section 2.13 or Section 11.9. Failure by Borrower to make any payment to a Lender required by an agreement permitted by
this Section 11.2(b) shall not constitute an Event of Default under Section 9.1(a). 
 Notwithstanding any of the provisions set forth
in this Agreement to the contrary, Borrower, Parent, the Lenders and Agents hereby agree that nothing in this Agreement shall be understood to mean or suggest that the Term Loans constitute “securities” for purposes of either the
Securities Act or the Exchange Act. 
 (c) Procedure. The parties to each Sale made in reliance on clause
(b) above (other than those described in clause (e) or (f) below) shall execute and deliver to the Administrative Agent (which shall keep a copy thereof) an Assignment evidencing such Sale (including via an
electronic settlement system if so designated by the Administrative Agent), together with any existing Note subject to such Sale (or any affidavit of loss therefor acceptable to the Administrative Agent), any tax forms required to be delivered
pursuant to Section 2.17(f) and payment by the assignee of an assignment fee in the amount of $3,500; provided, that (i) no assignment or other fee shall be payable in connection with an assignment by an existing Lender to
another existing Lender or an Affiliate of such existing Lender, and (ii) only one assignment fee shall be payable with respect to multiple, simultaneous assignments to an Approved Fund and its Affiliates. Upon receipt of all the foregoing, and
conditioned upon such receipt and upon the Administrative Agent and the Borrower, as applicable, consenting to such Assignment, from and after the effective date specified in such Assignment, the Administrative Agent shall record or cause to be
recorded in the Register the information contained in such Assignment. 
 (d) Effectiveness. Effective upon the recording
of an Assignment by the Administrative Agent in the Register, (i) the assignee thereunder shall become a party hereto and, to the extent that rights and obligations under the Loan Documents have been assigned to such assignee pursuant to such
Assignment, shall have the rights and obligations of a Lender, (ii) any applicable Note shall be transferred to such assignee through such entry and (iii) the assignor thereunder shall, to the extent that rights and obligations under this
Agreement have been assigned by it pursuant to such Assignment, relinquish its rights (except for those surviving the termination of the Commitments and the payment in full of the Obligations) and be released from its obligations under the Loan
Documents, other than those relating to 

  
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events or circumstances occurring prior to such assignment and, in the case of an Assignment covering all or the remaining portion of an assigning Lender’s rights and obligations under the
Loan Documents, such Lender shall cease to be a party hereto except that (i) each Lender agrees to remain bound by Article X, Section 11.8 (Right of Setoff) and Section 11.9 (Sharing of Payments) to
the extent provided in Section 10.11 (Additional Secured Parties) and (ii) each Lender shall continue to be entitled to the benefits of Section 2.16 (Breakage Costs; Increased Costs; Capital Requirements)
and Section 2.17 (Taxes) hereto with respect to facts and circumstances occurring prior to the effective date of such assignment. 
 (e) Grant of Security Interests. In addition to the other rights provided in this Section 11.2, each Lender may, without the consent of the Borrower or the Administrative Agent, grant a
security interest in, or otherwise assign as collateral, any of its rights under this Agreement, whether now owned or hereafter acquired (including rights to payments of principal or interest on the Loans), to (A) any federal reserve bank
(pursuant to Regulation A of the Federal Reserve Board), without notice to the Administrative Agent or (B) any holder of, or trustee for the benefit of the holders of, such Lender’s Securities, by notice to the Administrative Agent;
provided, that no such holder, trustee or other Person, whether because of such grant or assignment or any foreclosure thereon (unless such foreclosure is made through an assignment in accordance with clause (b) above), shall be entitled
to any rights of such Lender hereunder and no such Lender shall be relieved of any of its obligations hereunder. 
 (f)
Participants and SPVs. In addition to the other rights provided in this Section 11.2, each Lender may, (x) with notice to the Administrative Agent, grant to an SPV the option to make all or any part of any Loan that such
Lender would otherwise be required to make hereunder (and the exercise of such option by such SPV and the making of Loans pursuant thereto shall satisfy the obligation of such Lender to make such Loans hereunder) and such SPV may assign to such
Lender the right to receive payment with respect to any Obligation and (y) without notice to or consent from the Administrative Agent or the Borrower, sell participations to one or more Persons in or to all or a portion of its rights and
obligations under the Loan Documents (including all its rights and obligations with respect to the Term Loans, Revolving Loans and Letters of Credit); provided, that, whether as a result of any term of any Loan Document or of such grant or
participation, (i) no such SPV or participant shall have a commitment, or be deemed to have made an offer to commit, to make Loans hereunder, and, except as provided in the applicable option agreement, none shall be liable for any obligation of
such Lender hereunder, (ii) such Lender’s rights and obligations, and the rights and obligations of the Loan Parties and the Secured Parties towards such Lender, under any Loan Document shall remain unchanged and each other party hereto
shall continue to deal solely with such Lender, which shall remain the holder of the Obligations in the Register, except that (A) each such participant and SPV shall be entitled to the benefit of Sections 2.16 (Breakage Costs;
Increased Costs; Capital Requirements) and 2.17 (Taxes) (subject to the requirements and limitations of such Sections), but only to the extent of any amount to which such Lender would be entitled in the absence of any such grant or
participation, unless the sale of the participation or grant to an SPV is made with the Borrower’s prior written consent (not to be unreasonably withheld or delayed), and (B) each such SPV may receive other payments that would otherwise be
made to such Lender with respect to Loans funded by such SPV to the extent provided in the applicable option agreement and set forth in a notice provided to the Administrative Agent by such SPV and such Lender, provided, that in no case
(including pursuant to clause (A) or (B) above) shall an SPV or participant have the right to enforce any of the terms of any Loan Document, and (iii) the consent of such SPV or participant shall not be required (either
directly, as a restraint on such Lender’s ability to consent hereunder or otherwise) for any amendments, waivers or consents with respect to any Loan Document or to exercise or refrain from exercising any powers or rights such Lender may have
under or in respect of the Loan Documents (including the right to enforce or direct enforcement of the Obligations), except for those described in clauses (iii) and (iv) of Section 11.1(a) with respect to amounts,
or dates fixed for payment of amounts, to which such participant or SPV would otherwise be entitled and, in the case of participants, except for those described in Section 11.1(a)(v) (or amendments, consents and waivers with respect to
Section 10.10  

  
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to release all or substantially all of the Collateral), for amendments that would increase the amount of any participant’s participation over the amount then in effect and consents to any
assignments or transfers described in Section 11.1(a)(x). No party hereto shall institute (and each of the Borrower and Parent shall cause each other Loan Party not to institute) against any SPV grantee of an option pursuant to this
clause (f) any bankruptcy, reorganization, insolvency, liquidation or similar proceeding, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper of such SPV; provided, that
each Lender having designated an SPV as such agrees to indemnify each Indemnitee against any Liability that may be incurred by, or asserted against, such Indemnitee as a result of failing to institute such proceeding (including a failure to get
reimbursed by such SPV for any such Liability). The agreement in the preceding sentence shall survive the termination of the Commitments and the payment in full of the Obligations. 

Section 11.3 Costs and Expenses. Any action taken by any Loan Party under or with respect to any Loan
Document, even if required under any Loan Document or at the request of any Secured Party, shall be at the expense of such Loan Party, and no Secured Party shall be required under any Loan Document to reimburse any Loan Party or Group Member
therefor. In addition, the Borrower agrees to pay or reimburse upon demand (a) the Agents, the Arrangers and their Related Persons for all reasonable out-of-pocket costs and expenses (including fees and premiums in connection with any title
insurance or surveys, search, filing or recording fees) incurred in connection with the investigation, development, preparation, negotiation, syndication, execution, interpretation or administration of, any modification of any term of or termination
of, any Loan Document, any commitment or proposal letter therefor, any other document prepared in connection therewith or the consummation and administration of any transaction contemplated therein (including periodic audits in connection therewith
and environmental audits and assessments), in each case including the reasonable fees, charges and disbursements of one legal counsel (and one local counsel in each relevant jurisdiction, or two in the case of a conflict preventing the use of only
one local counsel) to the Agents, the Arrangers, the Syndication Agent and their Related Persons, fees, costs and expenses incurred in connection with SyndtrakTM or any other E-System and allocated to the Facilities by the Administrative Agent in its sole discretion and fees, charges and disbursements of the auditors,
appraisers, printers and other of their Related Persons retained by or on behalf of any of them or any of their Related Persons, (b) the Agents, the Arrangers and their Related Persons for all reasonable costs and expenses incurred in
connection with internal audit reviews, field examinations and Collateral examinations (which shall be reimbursed, in addition to the out-of-pocket costs and expenses of such examiners, at the per diem rate per individual charged by the Collateral
Agent for its examiners) and (c) the Arrangers, the Agents, the Lenders and the L/C Issuer and their Related Persons for all costs and expenses incurred in connection with (i) any refinancing or restructuring of the credit arrangements
provided hereunder in the nature of a “work-out”, (ii) the enforcement or preservation of any right or remedy under any Loan Document, any Obligation, with respect to the Collateral or any other related right or remedy or
(iii) the commencement, defense, conduct of, intervention in, or the taking of any other action with respect to, any proceeding (including any bankruptcy or insolvency proceeding) related to Parent or any Group Member, Loan Document or
Obligation (or the response to and preparation for any subpoena or request for document production relating thereto), including fees and disbursements of counsel (including allocated costs of internal counsel). 

Section 11.4 Indemnities. (a) THE BORROWER AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND EACH AGENT, THE
ARRANGERS, EACH LENDER, EACH L/C ISSUER, EACH FORMER LENDER OR L/C ISSUER PARTY TO A SECURED HEDGING DOCUMENT, EACH PERSON THAT EACH L/C ISSUER CAUSES TO ISSUE LETTERS OF CREDIT HEREUNDER AND EACH OF THEIR RESPECTIVE RELATED PERSONS (EACH SUCH
PERSON BEING AN “INDEMNITEE”) FROM AND AGAINST ALL LIABILITIES (INCLUDING BROKERAGE COMMISSIONS, FEES AND OTHER COMPENSATION) THAT MAY BE IMPOSED ON, INCURRED BY OR ASSERTED AGAINST ANY SUCH INDEMNITEE


  
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AND IN ANY MATTER RELATING TO OR ARISING OUT OF, IN CONNECTION WITH OR AS A RESULT OF (I) ANY LOAN DOCUMENT, ANY DISCLOSURE DOCUMENT, OR ANY OBLIGATION (OR THE REPAYMENT THEREOF), ANY LETTER
OF CREDIT, THE USE OR INTENDED USE OF THE PROCEEDS OF ANY LOAN OR THE USE OF ANY LETTER OF CREDIT, OR ANY SECURITIES FILING OF, OR WITH RESPECT TO, ANY GROUP MEMBER, (II) ANY COMMITMENT LETTER, PROPOSAL LETTER OR TERM SHEET WITH ANY PERSON OR ANY
CONTRACTUAL OBLIGATION, SYNDICATION OF THE CREDIT FACILITIES PROVIDED HEREBY, ANY ENFORCEMENT OF ANY LOAN DOCUMENTS (INCLUDING ANY SALES OF, COLLECTION FROM, OR OTHER REALIZATION UPON ANY OF THE COLLATERAL OR THE ENFORCEMENT OF ANY GUARANTY)
ARRANGEMENT OR UNDERSTANDING WITH ANY BROKER, FINDER OR CONSULTANT, IN EACH CASE ENTERED INTO BY OR ON BEHALF OF ANY GROUP MEMBER OR ANY AFFILIATE OF ANY OF THEM IN CONNECTION WITH ANY OF THE FOREGOING AND ANY CONTRACTUAL OBLIGATION ENTERED INTO IN
CONNECTION WITH ANY E-SYSTEMS OR OTHER ELECTRONIC TRANSMISSIONS, (III) ANY ACTUAL OR PROSPECTIVE INVESTIGATION, LITIGATION OR OTHER PROCEEDING, WHETHER OR NOT BROUGHT BY ANY SUCH INDEMNITEE OR ANY OF ITS RELATED PERSONS, ANY HOLDERS OF SECURITIES OR
CREDITORS (AND INCLUDING ATTORNEYS’ FEES IN ANY CASE), WHETHER OR NOT ANY SUCH INDEMNITEE, RELATED PERSON, HOLDER OR CREDITOR IS A PARTY THERETO, AND WHETHER OR NOT BASED ON ANY SECURITIES OR COMMERCIAL LAW OR REGULATION OR ANY OTHER
REQUIREMENT OF LAW OR THEORY THEREOF, INCLUDING COMMON LAW, EQUITY, CONTRACT, TORT OR OTHERWISE, OR (IV) ANY OTHER ACT, EVENT OR TRANSACTION RELATED, CONTEMPLATED IN OR ATTENDANT TO ANY OF THE FOREGOING (COLLECTIVELY, THE “INDEMNIFIED
MATTERS”); PROVIDED, THAT THE BORROWER SHALL NOT HAVE ANY LIABILITY UNDER THIS SECTION 11.4 TO AN INDEMNITEE WITH RESPECT TO, AND NO INDEMNITEE SHALL HAVE ANY LIABILITY HEREUNDER OTHER THAN (TO THE EXTENT OTHERWISE LIABLE) FOR, ANY INDEMNIFIED
MATTER TO THE EXTENT SUCH LIABILITY HAS RESULTED FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNITEE, AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL NON-APPEALABLE JUDGMENT OR ORDER. THE FOREGOING INDEMNIFICATION SHALL
APPLY WHETHER OR NOT SUCH INDEMNIFIED LIABILITIES ARE IN ANY WAY OR TO ANY EXTENT OWED, IN WHOLE OR IN PART, UNDER ANY CLAIM OR THEORY OF STRICT LIABILITY, OR ARE CAUSED, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE
OF ANY INDEMNITEE. FURTHERMORE, EACH OF PARENT AND THE BORROWER WAIVES AND AGREES NOT TO ASSERT AGAINST ANY INDEMNITEE, AND SHALL CAUSE EACH OTHER LOAN PARTY TO WAIVE AND NOT ASSERT AGAINST ANY INDEMNITEE, ANY RIGHT OF CONTRIBUTION WITH RESPECT TO
ANY LIABILITIES THAT MAY BE IMPOSED ON, INCURRED BY, OR ASSERTED AGAINST ANY RELATED PERSON. 
 (b) WITHOUT
LIMITING THE FOREGOING, “INDEMNIFIED MATTERS” INCLUDES ALL ENVIRONMENTAL LIABILITIES, INCLUDING THOSE ARISING FROM, OR OTHERWISE INVOLVING, ANY PROPERTY OF ANY GROUP MEMBER OR ANY ACTUAL, ALLEGED OR PROSPECTIVE DAMAGE TO PROPERTY OR
NATURAL RESOURCES OR HARM OR INJURY ALLEGED TO HAVE RESULTED FROM ANY RELEASE OF HAZARDOUS MATERIALS ON, UPON OR INTO SUCH PROPERTY OR NATURAL RESOURCE OR ANY PROPERTY ON OR CONTIGUOUS TO ANY REAL PROPERTY OF ANY GROUP MEMBER, WHETHER OR NOT, WITH
RESPECT TO ANY SUCH ENVIRONMENTAL LIABILITIES, ANY INDEMNITEE IS A MORTGAGEE IN 

  
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POSSESSION, THE SUCCESSOR-IN-INTEREST TO ANY GROUP MEMBER OR THE OWNER, LESSEE OR OPERATOR OF ANY PROPERTY OR FACILITY OF ANY GROUP MEMBER THROUGH ANY FORECLOSURE ACTION, IN EACH CASE EXCEPT
TO THE EXTENT SUCH ENVIRONMENTAL LIABILITIES (I) ARE INCURRED SOLELY FOLLOWING FORECLOSURE BY ANY SECURED PARTY OR FOLLOWING ANY SECURED PARTY HAVING BECOME THE SUCCESSOR-IN-INTEREST TO ANY LOAN PARTY AND (II) ARE ATTRIBUTABLE SOLELY TO
ACTS OF SUCH INDEMNITEE. 
 Section 11.5 Survival. Any indemnification or other protection provided to any
Indemnitee pursuant to any Loan Document or the provisions of Section 2.17 (Taxes), Section 2.16 (Breakage Costs; Increased Costs; Capital Requirements), Article X (The Agents),
Section 11.3 (Costs and Expenses), Section 11.4 (Indemnities), this Section 11.5, Section 11.8 (Right of Setoff), and Section 11.9 (Sharing of Payments, Etc.)
and all representations and warranties made in any Loan Document shall (A) survive the termination of the Commitments and the payment in full of other Obligations and (B) inure to the benefit of any Person that at any time held a right
thereunder (as an Indemnitee or otherwise) and, thereafter, its successors and permitted assigns. 
 Section 11.6
Limitation of Liability for Certain Damages. IN NO EVENT SHALL ANY INDEMNITEE BE LIABLE ON ANY THEORY OF LIABILITY FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING ANY LOSS OF PROFITS, BUSINESS OR ANTICIPATED
SAVINGS). EACH OF PARENT AND THE BORROWER HEREBY WAIVES, RELEASES AND AGREES (AND SHALL CAUSE EACH OTHER LOAN PARTY TO WAIVE, RELEASE AND AGREE) NOT TO SUE UPON ANY SUCH CLAIM FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER OR
NOT ACCRUED AND WHETHER OR NOT KNOWN OR SUSPECTED TO EXIST IN ITS FAVOR. 
 Section 11.7 Lender-Creditor
Relationship; No Fiduciary Duty. The relationship between the Lenders, the L/C Issuer and the Agents, on the one hand, and the Loan Parties, on the other hand, is solely that of lender and creditor. Each of the Secured Parties may have economic
interests that conflict with those of the Borrower, its stockholders and/or its Affiliates. The Borrower agrees that no Secured Party has any fiduciary or advisory relationship or duty to any Loan Party arising out of or in connection with, and
there is no agency, tenancy or joint venture relationship between the Secured Parties and the Loan Parties by virtue of, any Loan Document or any transaction contemplated therein. The Borrower agrees that it will not claim that any Secured Party has
rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrower, in connection with the transaction contemplated hereby or the process leading thereto. 

Section 11.8 Right of Setoff. Each Agent, Lender and L/C Issuer and each Affiliate (including each branch office thereof) of
any of them is hereby authorized, without notice or demand (each of which is hereby waived by Parent and the Borrower), at any time and from time to time during the continuance of any Event of Default and to the fullest extent permitted by law, to
set off and apply any and all deposits (whether general or special, time or demand, provisional or final) at any time held and other Indebtedness, claims or other obligations at any time owing by such Agent, such Lender, such L/C Issuer or any of
their respective Affiliates to or for the credit or the account of Parent or the Borrower against any Obligation of any Loan Party now or hereafter existing, whether or not any demand was made under any Loan Document with respect to such Obligation
and even though such Obligation may be unmatured. Each Agent, Lender and L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent after any such setoff and application made by such Lender or its Affiliates; provided,
that the failure to give such notice shall not affect the validity of such setoff and application. The rights under this Section 11.8 are in addition to any other rights and remedies (including other rights of setoff) that the Agents,
the Arrangers, the Syndication Agent, the Lenders and the L/C Issuer and their Affiliates and other Secured Parties may have. 

  
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 Section 11.9 Sharing of Payments, Etc. If any Lender, directly or through an
Affiliate or branch office thereof, obtains any payment of any Obligation of any Loan Party (whether voluntary, involuntary or through the exercise of any right of setoff or the receipt of any Collateral or “proceeds” (as defined
under the applicable UCC) of Collateral) other than pursuant to Sections 2.16 (Breakage Costs; Increased Costs; Capital Requirements), 2.17 (Taxes) and 2.18 (Substitution of Lenders) and such payment exceeds
the amount such Lender would have been entitled to receive if all payments had gone to, and been distributed by, the Administrative Agent in accordance with the provisions of the Loan Documents, such Lender shall purchase for cash from other Secured
Parties such participations in their Obligations as necessary for such Lender to share such excess payment with such Secured Parties to ensure such payment is applied as though it had been received by the Administrative Agent and applied in
accordance with this Agreement (or, if such application would then be at the discretion of the Borrower, applied to repay the Obligations in accordance herewith); provided, that (a) the provisions of this Section 11.9 shall
not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement, any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its
Loans or participations in Letters of Credit to any assignee or participant or any payment made as a consent fee for an amendment or waiver to the extent such fee is paid only to consenting Lenders, (b) if such payment is rescinded or otherwise
recovered from such Lender or L/C Issuer in whole or in part, such purchase shall be rescinded and the purchase price therefor shall be returned to such Lender or L/C Issuer without interest and (c) such Lender shall, to the fullest extent
permitted by applicable Requirements of Law, be able to exercise all its rights of payment (including the right of setoff) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such
participation. If a Defaulting Lender receives any such payment as described in the previous sentence, such Lender shall turn over such payments to the Administrative Agent in an amount that would satisfy the cash collateral requirements set forth
in Sections 2.4 and 9.4. 
 Section 11.10 Marshaling; Payments Set Aside. No Secured Party shall be
under any obligation to marshal any property in favor of any Loan Party or any other party or against or in payment of any Obligation. To the extent that any Secured Party receives a payment from the Borrower, from the proceeds of the Collateral,
from the exercise of its rights of setoff, any enforcement action or otherwise, and such payment is subsequently, in whole or in part, invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver
or any other party, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had
not occurred. 
 Section 11.11 Notices. (a) Addresses. All notices, demands, requests, consents and
other communications provided for in this Agreement shall be given in writing, or by any telecommunication device capable of creating a written record (including electronic mail), and addressed to the party to be notified as follows: 

 

	 	(A)	If to Administrative Agent, at 


Royal Bank of Canada 
 200 Bay Street, 12th Floor, 
 South Tower, Royal Bank Plaza 

Toronto, Ontario 
 M5J 2W7 

  
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 Attention: Manager, Agency 

Fax: (416) 842-4023 
 Forward loan requests, interest rate sets, payments and fees to: 
 Royal Bank of
Canada 
 200 Bay Street, 12th Floor, 
 South Tower, Royal Bank Plaza 
 Toronto, Ontario 

M5J 2W7 

Attention: Manager, Agency 
 Fax: (416) 842-4023 
  

	 	(B)	If to Borrower or any Group Member, at 

 Francesca’s Collections, Inc. 
 3480 W. 12th Street 

Houston, Texas 77008 
 Attention: Kal Malik, Executive Vice President and General Counsel 
 Number:
713.864.1358 x128 
 Email: KMalik@francescas.net 
 With copies to: 
 O’Melveny & Myers LLP 

Attention: Sung Pak, Esq. 
 Times Square Tower 
 7 Times Square 

New York, NY 10036 
 Number: (212) 326-2000 
 Fax: (212) 326-2061 

Email: spak@omm.com 
  

	 	(C)	If to Royal Bank of Canada as the L/C Issuer, at 

 Royal Bank of Canada 
 One Liberty Plaza, 3rd Floor 

New York, New York 10006-1404 
 Number: (212) 428-6256 
 Fax: (212) 428-3015 

Email: chandran.panicker@rbccm.com 
  

	 	(D)	If to the Collateral Agent, at 


Royal Bank of Canada 
 200 Bay Street, 12th Floor, 
 South Tower, Royal Bank Plaza 

Toronto, Ontario 
 M5J 2W7 
 Attention: Manager, Agency 

Fax: (416) 842-4023 

  
 110









 (F) If to any other Lender Party, to it at its address (or telecopier number) set forth in
its Administrative Questionnaire, or (G) at such other address as shall be notified in writing (x) in the case of the Borrower, to the Administrative Agent, (y) in the case of the Administrative Agent, to the other parties hereto and
(z) in the case of all other parties, to the Borrower and the Administrative Agent. 
 (b) Effectiveness. All
notices, demands, requests, consents and other communications described in clause (a) shall be effective (i) if delivered by hand, including any overnight courier service, upon personal delivery, (ii) if delivered by mail, when
deposited in the mails, (iii) if delivered by posting to an Approved Electronic Platform, an Internet website or a similar telecommunication device requiring that a user have prior access to such Approved Electronic Platform, website or other
device (to the extent permitted by Section 11.12 to be delivered thereunder), when such notice, demand, request, consent and other communication shall have been made generally available on such Approved Electronic Platform, Internet
website or similar device to the class of Person being notified (regardless of whether any such Person must accomplish, and whether or not any such Person shall have accomplished, any action prior to obtaining access to such items, including
registration, disclosure of contact information, compliance with a standard user agreement or undertaking a duty of confidentiality) and such Person has been notified in respect of such posting that a communication has been posted to the Approved
Electronic Platform and (iv) if delivered by electronic mail or any other telecommunications device, when transmitted to an electronic mail address (or by another means of electronic delivery) as provided in clause (a); provided,
however, that notices and communications to the Administrative Agent pursuant to Article II or Article X shall not be effective until received in writing by the Administrative Agent. 

(c) Notwithstanding clauses (a) and (b) (unless the Administrative Agent requests that the provisions of clause (a) and
(b) be followed) and any other provision in this Agreement or any other Loan Document providing for the delivery of any Approved Electronic Communication by any other means, the Loan Parties shall deliver all Approved Electronic Communications
to the Administrative Agent by properly transmitting such Approved Electronic Communications in an electronic/soft medium in a format acceptable to the Administrative Agent to CHANDRAN.PANICKER@RBCCM.COM or such other electronic mail address
(or similar means of electronic delivery) as the Administrative Agent may notify to the Borrower. Nothing in this clause (c) shall prejudice the right of the Administrative Agent or any Lender Party to deliver any Approved Electronic
Communication to any Loan Party in any manner authorized in this Agreement or to request that the Borrower effect delivery in such manner. 
 Section 11.12 Posting of Approved Electronic Communications. (a) Each of the Lender Parties and each Loan Party agree that the Administrative Agent may, but shall not be obligated to,
make the Approved Electronic Communications available to the Lender Parties by posting such Approved Electronic Communications on SyndtrakTM or a substantially similar electronic platform chosen by the Administrative Agent to be its electronic
transmission system (the “Approved Electronic Platform”). 
 (b) Although the Approved Electronic Platform and
its primary web portal are secured with generally-applicable security procedures and policies implemented or modified by the Administrative Agent from time to time (including, as of the Closing Date, a dual firewall and a User ID/Password
Authorization System) and the Approved Electronic Platform is secured through a single-user-per-deal authorization method whereby each user may access the Approved Electronic Platform only on a deal-by-deal basis, each of the Lender Parties and each
Loan Party acknowledges and agrees that the distribution of material through an electronic medium is not necessarily secure and that there are confidentiality and other risks associated with such distribution. In consideration for the convenience
and 

  
 111









 
other benefits afforded by such distribution and for the other consideration provided hereunder, the receipt and sufficiency of which is hereby acknowledged, each of the Lender Parties and each
Loan Party hereby approves distribution of the Approved Electronic Communications through the Approved Electronic Platform and understands and assumes the risks of such distribution. 

(c) THE APPROVED ELECTRONIC PLATFORM AND THE APPROVED ELECTRONIC COMMUNICATIONS ARE PROVIDED “AS IS” AND “AS
AVAILABLE”. NONE OF THE ADMINISTRATIVE AGENT NOR ANY OTHER MEMBER OF SUCH AGENT’S GROUP WARRANT THE ACCURACY, ADEQUACY OR COMPLETENESS OF THE APPROVED ELECTRONIC COMMUNICATIONS OR THE APPROVED ELECTRONIC PLATFORM AND EACH EXPRESSLY
DISCLAIMS ANY LIABILITY FOR ERRORS OR OMISSIONS IN THE APPROVED ELECTRONIC COMMUNICATIONS OR THE APPROVED ELECTRONIC PLATFORM. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE AGENT PARTIES IN CONNECTION WITH THE APPROVED ELECTRONIC COMMUNICATIONS OR THE APPROVED ELECTRONIC PLATFORM. IN NO
EVENT SHALL THE ADMINISTRATIVE AGENT OR ANY OF ITS AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ADVISORS OR REPRESENTATIVES HAVE ANY LIABILITY TO ANY BORROWER, ANY LENDER OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF
ANY KIND, INCLUDING, WITHOUT LIMITATION, DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF THE BORROWER’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION
OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY AGENT PARTY IS FOUND IN A FINAL NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY FROM SUCH AGENT PARTY’S GROSS NEGLIGENCE
OR WILLFUL MISCONDUCT. 
 (d) Each of the Lender Parties and each Loan Party agrees that the Administrative Agent may, but
(except as may be required by applicable law) shall not be obligated to, store the Approved Electronic Communications on the Approved Electronic Platform in accordance with the Administrative Agent’s generally-applicable document retention
procedures and policies. 
 Section 11.13 Confidentiality. Each of the Agent and the Lender Parties agrees to
maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Related Persons or to any Person that any L/C Issuer causes to Issue Letters of Credit hereunder (it being understood that
the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have
jurisdiction over it or its Affiliates (including any self-regulatory authority, such as the National Association of Insurance Commissioners) or any similar organization, any examiner or any nationally recognized rating agency or otherwise to the
extent consisting of general portfolio information, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal or judicial process, (d) to any other party hereto, (e) in connection with the
exercise of any remedies hereunder or under any other Loan Document, any action or proceeding relating to this Agreement or any other Loan Document, the enforcement of rights hereunder or thereunder or any litigation or proceeding to which any
Agent, any Lender Party or any of their respective Affiliates may be a party, (f) subject to an agreement no less restrictive than this Section 11.13, 

  
 112









 
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, (ii) to current or prospective
grantees of any option described in Section 11.2(f), direct or indirect counterparties to any Secured Hedging Document or any Hedging Agreement permitted hereunder and to their respective Related Persons, (iii) any actual or
prospective party (or its managers, administrators, trustees, partners, directors, officers, employees, agents, advisors and other representatives), surety, reinsurer, guarantor or credit liquidity enhancer (or their advisors) to or in connection
with any swap, derivative or other similar transaction under which payments are to be made by reference to the Obligations or to the Borrower and its obligations or to this Agreement or payments hereunder, (iv) to a trustee, collateral manager,
servicer, backup servicer, noteholder, or secured party in a Securitization in connection with the administration, servicing and reporting on the assets serving as collateral for such Securitization, (v) to any rating agency when required by it
or (vi) the CUSIP Service Bureau or any similar organization, (g) with the consent of the Borrower, (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this
Section 11.13 or (ii) becomes available to any Agent, any Lender Party or any of their respective Affiliates on a nonconfidential basis from a source other than a Loan Party or (i) to the extent necessary or customary for
inclusion in league table measurements or in any tombstone or other advertising materials (and the Loan Parties consent to the publication of such tombstone or other advertising materials by any Agent, Lender, the L/C Issuer or any of their Related
Persons). For purposes of this Section 11.13, “Information” means all information received from a Loan Party or any of its Subsidiaries relating to a Loan Party or any of its Subsidiaries or any of their respective
businesses, other than any such information that is available to the Administrative Agent, the Collateral Agent or any Lender Party on a nonconfidential basis prior to disclosure by any Loan Party or any of its Subsidiaries, provided that, in
the case of information received from a Loan Party or any of its Subsidiaries, such information has been or is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided
in this Section 11.13 shall be considered to have complied with its obligation to do so if such Person has (i) exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its
own confidential information or (ii) treated such Information in accordance with such Person’s customary procedures for handling confidential information of such nature. In addition, each Agent and each Lender may disclose the existence of
this Agreement and the information about this Agreement to market data collectors, similar services providers to the lending industry, and service providers to the Agents and the Lenders in connection with the administration and management of this
Agreement and the other Loan Documents, in each case in accordance with customary market practice. 
 Section 11.14
Treatment of Information. 
 (a) Certain of the Lenders may enter into this Agreement and take or not take action
hereunder or under the other Loan Documents on the basis of information that does not contain material non-public information with respect to any of the Loan Parties (“Restricting Information”). Other Lenders may enter into this
Agreement and take or not take action hereunder or under the other Loan Documents on the basis of information that may contain Restricting Information. Neither any Agent nor any of its Related Persons shall, by making any Communications (including
Restricting Information) available to a Lender Party, by participating in any conversations or other interactions with a Lender Party or otherwise, make or be deemed to make any statement with regard to or otherwise warrant that any such information
or Communication does or does not contain Restricting Information nor shall any Agent or any of its Related Persons be responsible or liable in any way for any decision a Lender Party may make to limit or to not limit its access to Restricting
Information. In particular, no Agent nor any of its Related Persons (i) shall have, and each Agent, on behalf of itself and each of its Related Persons, hereby disclaims, any duty to ascertain or inquire as to whether or not a Lender Party has
or has not limited its access to Restricting Information, such Lender Party’s policies or procedures regarding the safeguarding of material, nonpublic information or such Lender Party’s compliance with applicable laws related thereto


  
 113









 
or (ii) shall have, or incur, any liability to any Loan Party or Lender Party or any of their respective Related Persons arising out of or relating to any Agent or any of its Related Persons
providing or not providing Restricting Information to any Lender Party. 
 (b) Each Loan Party agrees that (i) all
Communications it provides to any Agent intended for delivery to the Lender Parties whether by posting to the Approved Electronic Platform or otherwise shall be clearly and conspicuously marked “PUBLIC” if such Communications do not
contain Restricting Information which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof, (ii) by marking Communications “PUBLIC,” each Loan Party shall be deemed to have
authorized the Agents and the Lender Parties to treat such Communications as either publicly available information or not material information (although, in this latter case, such Communications may contain sensitive business information and,
therefore, remain subject to the confidentiality undertakings of Section 11.13) with respect to such Loan Party for purposes of United States Federal and state securities laws, (iii) all Communications marked “PUBLIC” may
be delivered to all Lender Parties and may be made available through a portion of the Approved Electronic Platform designated “Public Side Information,” and (iv) the Agents shall be entitled to treat any Communications that are not
marked “PUBLIC” as Restricting Information and may post such Communications to a portion of the Approved Electronic Platform not designated “Public Side Information.” No Agent nor any of their Affiliates shall be responsible for
any statement or other designation by a Loan Party regarding whether a Communication contains or does not contain material non-public information with respect to any of the Loan Parties nor shall any Agent or any of its Affiliates incur any
liability to any Loan Party, any Lender Party or any other Person for any action taken by such Agent or any of its Affiliates based upon such statement or designation, including any action as a result of which Restricting Information is provided to
a Lender Party that may decide not to take access to Restricting Information. Nothing in this Section 11.14 shall modify or limit a Lender Party’s obligations under Section 11.13 with regard to Communications and the
maintenance of the confidentiality of or other treatment of Information. 
 (c) Each Lender Party acknowledges that
circumstances may arise that require it to refer to Communications that might contain Restricting Information. Accordingly, each Lender Party agrees that it will nominate at least one designee to receive Communications (including Restricting
Information) on its behalf and identify such designee (including such designee’s contact information) on such Lender Party’s Administrative Questionnaire. Each Lender Party agrees to notify the Administrative Agent from time to time of
such Lender Party’s designee’s e-mail address to which notice of the availability of Restricting Information may be sent by electronic transmission. 
 (d) Each Lender Party acknowledges that Communications delivered hereunder and under the other Loan Documents may contain Restricting Information and that such Communications are available to all Lender
Parties generally. Each Lender Party that elects not to take access to Restricting Information does so voluntarily and, by such election, acknowledges and agrees that the Agents and other Lender Parties may have access to Restricting Information
that is not available to such electing Lender Party. No Agent nor any Lender Party with access to Restricting Information shall have any duty to disclose such Restricting Information to such electing Lender Party or to use such Restricting
Information on behalf of such electing Lender Party, and shall not be liable for the failure to so disclose or use, such Restricting Information. 
 (e) The provisions of the foregoing clauses of this Section 11.14 are designed to assist the Agents, the Lender Parties and the Loan Parties, in complying with their respective contractual
obligations and applicable law in circumstances where certain Lender Parties express a desire not to receive Restricting Information notwithstanding that certain Communications hereunder or under the other Loan Documents or other information
provided to the Lender Parties hereunder or thereunder may contain Restricting Information. No Agent nor any of its Related Persons warrants or makes any other 

  
 114









 
statement with respect to the adequacy of such provisions to achieve such purpose nor does any Agent or any of its Related Persons warrant or make any other statement to the effect that a Loan
Party’s or Lender Party’s adherence to such provisions will be sufficient to ensure compliance by such Loan Party or Lender Party with its contractual obligations or its duties under applicable law in respect of Restricting Information and
each of the Lender Parties and each Loan Party assumes the risks associated therewith. 
 Section 11.15 Governing
Law. This Agreement, each other Loan Document that does not expressly set forth its applicable law, and the rights and obligations of the parties hereto and thereto shall be governed by, and construed and interpreted in accordance with, the law
of the State of New York. 
 Section 11.16 Jurisdiction. (a) Submission to Jurisdiction. Any legal
action or proceeding with respect to any Loan Document shall be brought exclusively in the courts of the State of New York located in the City of New York, Borough of Manhattan, or of the United States of America for the Southern District of New
York and, by execution and delivery of this Agreement, each of Parent and the Borrower hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts; provided that nothing in
this Agreement shall limit the right of the Administrative Agent or the Collateral Agent to commence any proceeding in the federal or state courts of any other jurisdiction to the extent the Administrative Agent or the Collateral Agent determines
that such action is necessary or appropriate to exercise its rights or remedies under the Loan Documents. The parties hereto (and, to the extent set forth in any other Loan Document, each other Loan Party) hereby irrevocably waive any objection,
including any objection to the laying of venue or based on the grounds of forum non conveniens, that any of them may now or hereafter have to the bringing of any such action or proceeding in such jurisdictions. 

(b) Service of Process. Each of Parent and Borrower (and, to the extent set forth in any other Loan Document, each other Loan
Party) hereby irrevocably waives personal service of any and all legal process, summons, notices and other documents and other service of process of any kind and consents to such service in any suit, action or proceeding brought in the United States
of America with respect to or otherwise arising out of or in connection with any Loan Document by any means permitted by applicable Requirements of Law, including by the mailing thereof (by registered or certified mail, postage prepaid) to the
address of Borrower specified in Section 11.11 (and shall be effective when such mailing shall be effective, as provided therein). Each of Parent and Borrower (and, to the extent set forth in any other Loan Document, each other Loan
Party) 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. 

(c) Additional Service of Process. Nothing contained in this Section 11.16 shall affect the right of the
Administrative Agent, the Collateral Agent or any Lender or the L/C Issuer to serve process in any other manner permitted by applicable Requirements of Law or commence legal proceedings or otherwise proceed against any Loan Party in any other
jurisdiction. 
 Section 11.17 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES TRIAL BY JURY IN
ANY SUIT, ACTION OR PROCEEDING (INCLUDING ANY COUNTERCLAIM) WITH RESPECT TO, OR DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH, ANY LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED THEREIN OR RELATED THERETO (WHETHER FOUNDED IN
CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO OTHER PARTY AND NO RELATED PERSON 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 THE LOAN DOCUMENTS, AS APPLICABLE, BY THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11.17. 

  
 115









 Section 11.18 Severability. Any provision of any Loan Document being held
illegal, invalid or unenforceable in any jurisdiction shall not affect any part of such provision not held illegal, invalid or unenforceable, any other provision of any Loan Document or any part of such provision in any other jurisdiction.

 Section 11.19 Execution in Counterparts. This Agreement may be executed in any number of counterparts and by
different parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Signature pages may be detached from multiple separate
counterparts and attached to a single counterpart. Delivery of an executed signature page of this Agreement by facsimile transmission or Electronic Transmission shall be as effective as delivery of a manually executed counterpart hereof. 

Section 11.20 Entire Agreement. THE LOAN DOCUMENTS EMBODY THE ENTIRE AGREEMENT OF THE PARTIES AND SUPERSEDE ALL PRIOR
AGREEMENTS AND UNDERSTANDINGS RELATING TO THE SUBJECT MATTER THEREOF AND ANY PRIOR LETTER OF INTEREST, COMMITMENT LETTER, FEE LETTER, CONFIDENTIALITY AND SIMILAR AGREEMENTS INVOLVING ANY LOAN PARTY AND ANY OF THE AGENTS, ANY LENDER OR ANY L/C ISSUER
OR ANY OF THEIR RESPECTIVE AFFILIATES RELATING TO A FINANCING OF SUBSTANTIALLY SIMILAR FORM, PURPOSE OR EFFECT. IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF THIS AGREEMENT AND ANY OTHER LOAN DOCUMENT, THE TERMS OF THIS AGREEMENT SHALL GOVERN
(UNLESS SUCH TERMS OF SUCH OTHER LOAN DOCUMENTS ARE NECESSARY TO COMPLY WITH APPLICABLE REQUIREMENTS OF LAW, IN WHICH CASE SUCH TERMS SHALL GOVERN TO THE EXTENT NECESSARY TO COMPLY THEREWITH). 

Section 11.21 Use of Name. Each of Parent and Borrower agrees, and shall cause each other Loan Party to agree, that it shall
not, and none of its Affiliates shall, issue any press release or other public disclosure (other than any document filed with any Governmental Authority relating to a public offering of the Securities of any Loan Party) using the name, logo or
otherwise referring to any Agent, Arranger, Syndication Agent or of any of their respective Affiliates, the Loan Documents or any transaction contemplated therein to which the Secured Parties are party without at least 2 Business Days’ prior
notice to such Agent, Syndication Agent or Arranger, and without the prior consent of such Agent, Syndication Agent or Arranger except to the extent required to do so under applicable Requirements of Law and then, only after consulting with such
Agent, Syndication Agent or Arranger prior thereto. 
 Section 11.22 Patriot Act Notice. Each Lender subject to the
Patriot Act hereby notifies Parent, the Borrower and each Loan Party that, pursuant to Section 326 thereof, it is required to obtain, verify and record information that identifies such Person, including the name and address of such Person and
other information allowing such Lender to identify such Person in accordance with such act. 
 [SIGNATURE PAGES FOLLOW]


  
 116









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

			
	FRANCESCA’S COLLECTIONS, INC.
	 as Borrower

		
	By:	 	 /s/ John De Meritt

	Name: John De Meritt
	Title: Chief Executive Officer
	
	 FRANCESCA’S LLC,
 as Parent

		
	By:	 	 /s/ John De Meritt

	Name: John De Meritt
	Title: Chief Executive Officer


 [Signature Page to Credit Agreement] 







 
			
	ROYAL BANK OF CANADA,
	 as Administrative Agent

		
	By:	 	 /s/ Authorized Signatory

		 	Name:
		 	Title:
	
	ROYAL BANK OF CANADA,
	 as Collateral Agent

		
	By:	 	 /s/ Authorized Signatory

		 	Name:
		 	Title:
	
	ROYAL BANK OF CANADA,
	 as L/C Issuer

		
	By:	 	 /s/ Authorized Signatory

		 	Name:
		 	Title:


 [Signature Page to Credit Agreement] 








			
	KEYBANK NATIONAL ASSOCIATION,
	 as Syndication Agent

		
	By:	 	 /s/ Authorized Signatory

		 	Name:
		 	Title:


 [Signature Page to Credit Agreement] 







 
			
	 GOLDMAN SACHS BANK USA,
 as a Lender

		
	By:	 	/s/ Authorized Signatory
		 	Name:
		 	Title:


  

			
	 JEFFRIES GROUP, INC.,
 as a Lender

		
	By:	 	/s/ Authorized Signatory
		 	Name:
		 	Title:


  

			
	 JFIN FUNDING LLC,
 as a Lender

		
	By:	 	/s/ Authorized Signatory
		 	Name:
		 	Title:


  

			
	 JEFFRIES FINANCE LLC,
 as a Lender

		
	By:	 	/s/ Authorized Signatory
		 	Name:
		 	Title:


  

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

		
	By:	 	/s/ Authorized Signatory
		 	Name:
		 	Title:


  

			
	 ROYAL BANK OF CANADA,
 as a Lender

		
	By:	 	/s/ Authorized Signatory
		 	Name:
		 	Title:


  

			
	 STIFEL BANK & TRUST,
 as a Lender

		
	By:	 	/s/ Authorized Signatory
		 	Name:
		 	Title:









 EXHIBIT 1.1(1) 

[FORM OF] 

ASSIGNMENT AND ACCEPTANCE 
 This Assignment and Acceptance (the “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the
“Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, amended
and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached
hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. 
 For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance
with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the
Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective
facilities identified below (including participations in any Letters of Credit included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the
Assignor (in its capacity as a Lender) against any person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or
in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and
assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is
without recourse to the Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by the Assignor. 
  

					
	1.	  	Assignor:	  	______________________________
			
	2.	  	Assignee:	  	______________________________
		  		  	[and is an Affiliate/Approved Fund of [identify Lender]1]
			
	3.	  	Borrower:	  	Francesca’s Collections, Inc.
			
	4.	  	Administrative Agent:	  	Royal Bank of Canada, as administrative agent under the Credit Agreement.
			
	5.	  	Credit Agreement:	  	Credit Agreement, dated as of November 17, 2010, among Francesca’s Collections, Inc., as borrower (the “Borrower”),

  

	1 	Select as applicable. 


  
 1 









					
		  		  	Francesca’s LLC (“Parent”), the other Guarantors from time to time party thereto, the Lenders from time to time party thereto, the L/C Issuer, Royal Bank of
Canada, as Administrative Agent (in such capacity, the “Administrative Agent”), Royal Bank of Canada, as Collateral Agent for the Secured Parties, and the other parties party thereto
			
	6.	  	 Assigned Interest:
	  	

  

													
	 Facility Assigned
	  	Aggregate
Amount of
Commitment/
Loans for all
Lenders	 	  	Amount of
Commitment/
Loans Assigned	 	  	Percentage
Assigned of
Commitment/
Loans2	 
	 Term Loans
	  	$	                	  	  	$	                	  	  	 	        	% 
	 Revolving Loans
	  	$	                	  	  	$	                	  	  	 	        	% 

 Effective Date:             ,
     20     [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR].3 
 The terms set forth in this Assignment and Acceptance are hereby agreed to: 
  

					
	ASSIGNOR
		
		 	[NAME OF ASSIGNOR]
			
		 	By:	 	 
		 		 	Name:
		 		 	Title:
	
	ASSIGNEE
		
		 	[NAME OF ASSIGNEE]
			
		 	By:	 	 
		 		 	Name:
		 		 	Title:


  
  

	2	 Set forth, to at
least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 



	3 	 This date may not be fewer than 5 Business Days after the date of assignment unless the Administrative Agent otherwise agrees.




  
 2 








 [Consented to and]4 Accepted: 
  

			
	Royal Bank of Canada, as Administrative
	Agent
		
	By:	 	 
		 	Name:
		 	Title:

 [Consented to:]5 
  

			
	[FRANCESCA’S COLLECTIONS, INC.]
		
	By:	 	 
		 	Name:
		 	Title:

 [Consented to:]6 
  

			
	[            , as L/C Issuer]
		
	By:	 	 
		 	Name:
		 	Title:

  
  

	4	 To be added only
if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 



	5 	 To be added only if the consent of the Borrower is required by the terms of the Credit Agreement. 



	6 	 Consent of the L/C Issuer is required for an assignment of Revolving Credit Commitments. 



  
 3 








 ANNEX 1 
 STANDARD TERMS AND CONDITIONS FOR 
 ASSIGNMENT AND ACCEPTANCE

 1. Representations and Warranties Assignor. The Assignor (a) represents and warrants that (i) it is the legal and
beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver
this Assignment and Acceptance and to consummate the transactions contemplated hereby, and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement
or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of Parent, the Borrower, any of their
Subsidiaries or Affiliates or any other person obligated in respect of any Loan Document or (iv) the performance or observance by Parent, the Borrower, any of their Subsidiaries or Affiliates or any other person of any of their respective
obligations under any Loan Document. 
 2. Assignee. The Assignee (a) represents and warrants that (i) it has full power and
authority, and has taken all action necessary, to execute and deliver this Assignment and Acceptance and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) subject to receipt of such
consents as may be required under the Credit Agreement, it satisfies the requirements specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest, (iii) from and after the Effective Date,
it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire
assets of the type represented by the Assigned Interest and either it, or the person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of
the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 6.1 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into this Assignment and Acceptance and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender,
(vi) if it is not already a Lender under the Credit Agreement, attached to this Assignment and Acceptance is an Administrative Questionnaire in the form supplied by the Administrative Agent, (vii) the Administrative Agent has received a
processing and recordation fee of $3,500 as of the Effective Date and (viii) attached to this Assignment and Acceptance is any documentation required to be delivered by it pursuant to Section 2.17(f) of the Credit Agreement, duly
completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender and, based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents
are required to be performed by it as a Lender. 
 3. Payments. From and after the Effective Date, the Administrative Agent shall make
all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have
accrued from and after the Effective Date. 
 4. General Provisions 
 This Assignment and Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Acceptance may be executed in any
number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Acceptance by telecopy or other electronic delivery shall be effective


  
 1 








 
as delivery of a manually executed counterpart of this Assignment and Acceptance. This Assignment and Acceptance shall be governed by, and construed in accordance with, the law of the State of
New York. 

  
 2 








 EXHIBIT 1.1(2) 

[FORM OF] 

COMPLIANCE CERTIFICATE 
 Reference is made to the Credit Agreement, dated as of November 17, 2010 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among Francesca’s Collections, Inc., as borrower (the “Borrower”), Francesca’s LLC, the other Guarantors from time to time party thereto, the Lenders from time to time party thereto, the L/C Issuer,
Royal Bank of Canada, as Administrative Agent (in such capacity, the “Administrative Agent”), Royal Bank of Canada, as Collateral Agent, and the other parties party thereto. Capitalized terms used but not defined herein shall have
the meanings assigned to such terms in the Credit Agreement. Pursuant to Section 6.1(c) of the Credit Agreement, the undersigned, in his/her capacity as a Responsible Officer of the Borrower, certifies as follows: 

 

	 	1.	 [Attached hereto as Exhibit A is the Consolidated balance sheet of the Borrower as of
[            ], 20[    ] and related Consolidated statements of income, stockholders’ equity and cash flow for the Fiscal Year then ended, each prepared in
accordance with GAAP, audited and accompanied by (a) a complete and correct [            ]1, (b) an opinion2 of Group Members’ Accountants and (c) a summary of such financial statements setting forth in comparative
form the corresponding figures for the prior Fiscal Year. These Financial Statements fairly present in all material respect the Consolidated financial position, results of operations and cash flow of the Borrower for such Fiscal Year in accordance
with GAAP.]3 



 

	 	2.	 [Attached hereto as Exhibit A is the Consolidated unaudited balance sheet of the Borrower as of
[            ], 20[    ] and the related Consolidated statements of income and cash flow for such Fiscal Quarter and for the portion of the Fiscal Year then
ended, setting forth in comparative form the figures for the corresponding period in the prior Fiscal Year and the corresponding portion of the previous Fiscal Year, all in reasonable detail. These Financial Statements fairly present in all material
respects the Consolidated financial condition, results of operations and cash flow of the Borrower as at the dates indicated and for the periods indicated in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of
footnote disclosure.]4 



 
  

	1 	 To include each final management letter, audit report from any independent registered certified public accountant (including the Group Members’
Accountants) or similar letter or report in connection with such Financial Statements or any audit thereof and submitted to any Group Member (or such Group Member’s board of directors). 



	2 	 Such opinion is to indicate that: (x) such Consolidated Financial Statements fairly present in all material respects the Consolidated financial
position, results of operations and cash flow of the Borrower as at the dates indicated and for the periods indicated therein in accordance with GAAP without qualification with respect to going concern or scope of audit or any like qualifications,
and (y) in the course of the regular audit of the businesses of the Borrower and its Subsidiaries, which audit was conducted in accordance with (x) at any time prior to a Qualified IPO, the standards of the American Institute of Certified
Public Accountants and (y) thereafter, the standards of the United States’ Public Company Accounting Oversight Board (or any successor entity), such Group Members’ Accountants have obtained no knowledge that a Default in respect of
the Financial Performance Covenants is continuing or, if in the opinion of the Group Members’ Accountants such a Default is continuing, a statement as to the nature thereof (which statement may be limited to accounting matters and may disclaim
responsibility for legal interpretations). 



	3 	 To be included if accompanying annual financial statements only. 



	4 	 To be included if accompanying quarterly financial statements only. 



  
 1 









	 	3.	Attached hereto as Exhibit B is a summary narrative discussion and analysis of the financial condition and results of operations of the Group Members for [the
portion of] the Fiscal Year ended [    ] and [the corresponding period in] the previous Fiscal Year. 

  

	 	4.	No Default has occurred and is continuing as of the date hereof. [If unable to provide the foregoing certification, fully describe the nature of any such Default and
the action that the Borrower proposes to take with respect thereto on Annex A attached hereto.] 

  

	 	5.	 [Attached hereto as Annex [B] is a complete and correct report5 summarizing the insurance coverage in effect for the Borrower and each Loan Party and its Subsidiaries.] 6 



 

	 	6.	The following represent true and accurate calculations, as of [        ], to be used to determine compliance with the covenants
set forth in Article 5 of the Credit Agreement: 

  

			
	 Consolidated Leverage Ratio:
	  	
		
	 Consolidated Total Debt=
	  	[            ]
	Consolidated EBITDA=	  	[            ]
	Actual Ratio=	  	[            ] to 1.0
	Required Ratio=	  	No more than
		  	[            ] to 1.0
	Borrower in compliance with	  	
	Financial Performance Covenant:	  	[Yes / No]
		
	Senior Leverage Ratio:	  	
		
	Senior Debt=	  	[            ]
	Consolidated EBITDA=	  	[            ]
	Actual Ratio=	  	[            ] to 1.0
	Required Ratio=	  	No more than
		  	[            ] to 1.0
	Borrower in compliance with	  	
	Financial Performance Covenant:	  	[Yes / No]
		
	Consolidated Fixed Charge	  	
	Coverage Ratio:	  	
		
	Consolidated EBITDA (as adjusted)=	  	[            ]
	Consolidated Fixed Charges=	  	[            ]
	Actual Ratio=	  	[            ] to 1.0
	Required Ratio=	  	At least
		  	[            ] to 1.0
	Borrower in compliance with	  	
	 Financial Performance Covenant:
	  	[Yes / No]

  

	5	 Such report to
specify type, amount and carrier of insurance and to contain such additional information as the Administrative
Agent may reasonably specify.




	6	 To be included if
accompanying annual financial statements only. 



  
 2 








 Supporting detail showing the calculation of Consolidated Leverage
Ratio, Senior Leverage Ratio and Consolidated Fixed Charge Coverage Ratio is attached hereto as Schedule
1.7 

 

	 	7.	Attached hereto as Schedule 2 are calculations setting forth the ratio of (x) the amount of Consolidated Total Assets at the end of the applicable Fiscal
Quarter to (y) the amount of Consolidated Total Assets as of October 31, 2010. 

  

	 	8.	Attached hereto as Schedule 3 is a summary of the outstanding balances of all intercompany Indebtedness as of the last day of the last Fiscal Quarter included in
the Financial Statements attached hereto, which summary is complete and correct. 

  

	 	9.	 [Attached hereto as Schedule 4 are detailed calculations setting forth Excess Cash Flow for the Excess Cash Flow Period ended
[        ].]8




	 	10.	 [[The Corporate Chart previously delivered on [            ], 20[    ],
pursuant to Section 6.1(d) of the Credit Agreement, is correct and complete as of the date hereof.] [Attached hereto as Exhibit C is a Corporate Chart, which Corporate Chart is correct and complete as of the date hereof.]]9 



 

	 	11.	 [The Loan Parties have delivered to the Administrative Agent (i) all documents (including updated schedules as to the acquisition of Intellectual
Property or real property) they are required to deliver pursuant to any Loan Document on or prior to the date hereof and (ii) complete and correct copies of all documents modifying any term of any Constituent Document of any Group Member or
Joint Venture thereof on or prior to the date hereof. [Any such documents not previously delivered prior to the date hereof are attached hereto as Exhibit [D].]10 


  

 

	7 	 Which calculations shall be in reasonable detail. 



	8 	 To be included only in annual Compliance Certificate. 



	9 	 To be included only in annual Compliance Certificate. 



	10 	 To be included only in annual Compliance Certificate. 



  
 3 








 IN WITNESS WHEREOF, the undersigned, in his/her capacity as a Responsible Officer of the
Borrower, has executed this certificate for and on behalf of the Borrower and has caused this certificate to be delivered this              day of
            . 
  

			
	FRANCESCA’S COLLECTIONS, INC.
		
	By:	 	 
		 	Name:
		 	Title:



  
 4 








 SCHEDULE 1 

Calculation of Covenant Compliance 
  

	(A)	Consolidated Leverage Ratio: Consolidated Total Debt to Consolidated EBITDA 


 

	(1)	Consolidated Total Debt of the Borrower as of
[                    ], 20[    ]: 


			
		
	 (a)     the sum of all Indebtedness of a type described in clauses (i) through (vi) below of
the Borrower and its Subsidiaries on a Consolidated basis:
	    	
		
	 (i)     all indebtedness for borrowed money 
	    	_______________
		
	 (ii)    all obligations evidenced by notes, bonds, debentures or similar instruments, 
	    	_______________
		
	 (iii)  the principal component of all obligations with respect to letters of credit (other than to the extent undrawn),
bank guarantees or bankers’ acceptances, 
	    	_______________
		
	 (iv)   all obligations to pay the deferred purchase price of property or services 1, 
	    	_______________
		
	 (v)    all Capitalized Lease Obligations, and 
	    	_______________
		
	 (vi)   all obligations (other than, for the avoidance of doubt, with respect to the Dividend), whether or not
contingent, to purchase, redeem, retire, defease or otherwise acquire for value, or pay any dividends or other amounts with respect to, or convert into or exchange for Indebtedness, any of the Stock or Stock Equivalents of Borrower and its
Subsidiaries (or any Stock or Stock Equivalent of a direct or indirect parent entity thereof) prior to the date that is 180 days after the Scheduled Maturity Date, valued at, in the case of redeemable preferred Stock, the greater of the voluntary
liquidation preference and the involuntary liquidation preference of such Stock plus accrued and unpaid dividends, 
	    	_______________
		
	 (b)    plus, all Guaranty Obligations of the Borrower and its Subsidiaries on a Consolidated basis
with respect to any Indebtedness of any other Person of a type described in clause (a) above,
	    	_______________

  
  

	1 	 Other than current trade liabilities and current intercompany liabilities (but not any refinancings, extensions, renewals or replacements thereof)
incurred in the ordinary course of business and maturing within 180 days after the incurrence thereof. 










			
		
	 (c)    minus, unrestricted cash and Cash Equivalents (excluding cash and Cash Equivalents from a Specified
Equity Contribution) of the Borrower and its Subsidiaries (reduced, in the case of any Subsidiary that is not a Wholly Owned Subsidiary, to reflect the extent of the relative aggregate direct and indirect beneficial ownership interest of the
Borrower therein) on such date in an amount not to exceed $7,500,000 less the outstanding principal amount of Revolving Loans on such date.2
	    	_______________
		
	          Consolidated Total Debt
	    	_______________
		
	 (2)    Consolidated EBITDA of the Borrower for the period of four consecutive Fiscal Quarters ending
[            ], 20[    ]3:
	    	
		
	 (a)     Consolidated Net Income of the Borrower for such period determined in accordance with GAAP: the
aggregate of the Net Income of the Borrower and its Subsidiaries attributable to the Borrower (after giving effect to non-controlling interests) for such period, on a Consolidated basis, excluding, without duplication:
	    	_______________
		
	 (A)    any net after-tax extraordinary, nonrecurring, or unusual gains or losses or income or expenses (less
all fees and expenses relating thereto), including any severance expenses, and fees, expenses or charges related to any offering of the Stock of Parent, any Investment, acquisition or Indebtedness permitted to be incurred under the Credit Agreement
(in each case, whether or not successful), including any such fees, expenses, charges or change in control payments related to any acquisition consummated after the Closing Date,
	    	_______________
		
	 (B)    any net after-tax income or loss from discontinued operations and any net after-tax gain or loss on
disposal of discontinued operations,
	    	_______________
		
	 (C)    any net after-tax gain or loss (less all fees and expenses or charges relating thereto) attributable
to business dispositions or asset dispositions other than in the ordinary course of business (as determined in good faith by the board of directors (or equivalent) of the Borrower), other than write downs of current assets in the ordinary course of
business,
	    	_______________

  
  

	2 	 Such unrestricted cash and Cash Equivalents that reduces Consolidated Total Debt pursuant to this clause (c) shall be maintained in an account
subject to a Control Agreement (as defined in the Guaranty and Security Agreement). 



	3 	 Determined on a Pro Forma Basis. 



  
 -2-










			
	 (D)    any net after-tax income or loss (less all fees and expenses or charges relating thereto) attributable
to the early extinguishment of Indebtedness,
	    	 
		
	 (E)    the cumulative effect of a change in accounting principles during such period,
	    	 
		
	 (F)     any increase in amortization or depreciation or any one-time non-cash charges resulting from
purchase accounting in connection with any acquisition that is consummated after the Closing Date,
	    	 
		
	 (G)    any non-cash impairment charges resulting from the application of Statement of Financial Accounting
Standards No. 142 and 144, and the amortization of intangibles arising pursuant to No. 141,
	    	 
		
	 (H)    the effect of mark-to-market accounting for derivatives contracts under Statement of Financial
Accounting Standards No. 157,
	    	 
		
	 (I)      any non-cash compensation expenses realized from grants of stock appreciation or similar
rights, stock options or other rights to officers, directors and employees of the Borrower or any of its Subsidiaries,
	    	 
		
	 (J)     any pre-opening expenses, and
	    	 
		
	 (K)    the net income for such period of any entity (other than a Subsidiary of the Borrower) in which any
Person other than the Borrower and its Subsidiaries has an ownership interest, except to the extent that cash in an amount equal to any such income has actually been received by the Borrower or its Subsidiaries during such period,
	    	 
		
	 (b)     plus, to the extent applicable to the Borrower in such period, the sum of the following
(without duplication and only to the extent the amounts described in clauses (i) through (vi) below decreased such Consolidated Net Income for such period):
	    	
		
	 (i)      provision for Taxes based on income, profits or capital of the Borrower and its
Subsidiaries for such period, including, without limitation, state, franchise and similar taxes,
	    	 
		
	 (ii)     Consolidated Interest Expense of the Borrower for such period,
	    	 


  
 -3-










			
	 (iii)   depreciation and amortization expense of the Borrower and its Subsidiaries for such
period,
	    	 
		
	 (iv)    business optimization expenses and other restructuring charges of the Borrower and its Subsidiaries
for such period4,
	    	 
		
	 (v)     any other non-cash charges of the Borrower and its Subsidiaries for such period (but excluding
(a) any such charges which represent the accrual of, or a cash reserve for, anticipated cash charges in any future period and (b) any such non-cash charge to the extent that it represents the amortization of a prepaid cash charge that was paid in a
prior period unless such non- cash charge represents an amount that was not recognized in any prior period),
	    	 
		
	 (vi)    management, consulting, monitoring, transaction, and advisory fees and related expenses for the
Borrower and its Subsidiaries for such period paid to the Permitted Investors (or any accruals related to such fees and related expenses),5
	    	 
		
	 (c)     minus, the sum (without duplication and only to the extent the amounts described in this
clause (c) increased such Consolidated Net Income for such period) of non-cash items increasing Consolidated Net Income of the Borrower for such period (but excluding any such items (i) in respect of which cash was received in a prior
period or will be received in a future period, or (ii) which represent the reversal of any accrual of, or cash reserve for, anticipated cash charges in any prior period).
	    	 
		
	 Consolidated EBITDA
	    	 
		
	 Consolidated Total Debt to Consolidated EBITDA
	    	[    ]:1.00
		
	 Covenant Requirement
	    	No more than [    ]:1.00

  

	(B)	Senior Leverage Ratio: Senior Debt to Consolidated EBITDA 

  

	(1)	Senior Debt of the Borrower as of [        ], 20[    ]: 


 

	4 	 (A) With respect to each business optimization expense or other such restructuring charge, the Borrower shall have delivered to the Administrative
Agent a certificate of a Responsible Officer of the Borrower specifying and quantifying such expense or charge and stating that such expense or charge is a business optimization expense or other restructuring charge, as the case may be, and
(B) the aggregate amount of cash business optimization expenses and other cash restructuring charges for purposes of this clause (iv) shall not exceed 5% of Consolidated EBITDA for such period (as calculated prior to giving effect to the
addition of amounts specified in this clause (iv)). 



	5 	 The aggregate amount of such fees and related expenses for purposes of this clause (vi) shall not exceed in any period of four consecutive Fiscal
Quarters $500,000 as of the date of determination. 



  
 -4-










			
	 (a)     Consolidated Total Debt of the Borrower (See item (A)(1) above),
	    	 
		
	 (b)     minus, the sum of all Indebtedness of a type described in clauses (i) through
(vi) below of the Borrower and its Subsidiaries on a Consolidated basis, in each case to the extent such Indebtedness is subordinated to the payment in full of the Obligations under the Credit Agreement6:
	    	
		
	 (i)      indebtedness for borrowed money
	    	 
		
	 (ii)     all obligations evidenced by notes, bonds, debentures or similar instruments,
	    	 
		
	 (iii)   the principal component of all obligations with respect to letters of credit (other than to the extent
undrawn), bank guarantees or bankers’ acceptances,
	    	 
		
	 (iv)    all obligations to pay the deferred purchase price of property or services7,
	    	 
		
	 (v)     all Capitalized Lease Obligations, and
	    	 
		
	 (vi)    all obligations (other than, for the avoidance of doubt, with respect to the Dividend), whether or
not contingent, to purchase, redeem, retire, defease or otherwise acquire for value, or pay any dividends or other amounts with respect to, or convert into or exchange for Indebtedness, any Stock or Stock Equivalents of the Borrower and its
Subsidiaries (or any Stock or Stock Equivalent of a direct or indirect parent entity thereof) prior to the date that is 180 days after the Scheduled Maturity Date, valued at, in the case of redeemable preferred Stock, the greater of the voluntary
liquidation preference and the involuntary liquidation preference of such Stock plus accrued and unpaid dividends,
	    	 
		
	 (c)     minus, all Guaranty Obligations of the Borrower and its Subsidiaries on a Consolidated
basis with respect to any Indebtedness of any other Person of a type described in clause (b) above, in each case to the extent such Indebtedness is subordinated to the payment in full of the Obligations under the Credit Agreement.8
	    	 
		
	 Senior Debt
	    	 

  

	6 	 Must be subordinated on terms and conditions reasonably satisfactory to the Administrative Agent. 



	7 	 Other than current trade liabilities and current intercompany liabilities (but not any refinancings, extensions, renewals or replacements thereof)
incurred in the ordinary course of business and maturing within 180 days after the incurrence thereof. 



	8 	 Must be subordinated on terms and conditions reasonably satisfactory to the Administrative Agent. 



  
 -5-










			
	 (2)     Consolidated EBITDA of the Borrower for the period of four consecutive Fiscal Quarters ending
[            ], 20[    ] (See Item A(2) above)
	    	 
		
	 Senior Debt to Consolidated EBITDA
	    	[    ]:1.00
		
	 Covenant Requirement
	    	No more than [    ]:1.00
		
	 (C)    Consolidated Fixed Charge Coverage Ratio: Consolidated EBITDA (as adjusted) to Consolidated Fixed
Charges
	    	
		
	 (1)     Consolidated EBITDA of the Borrower for the period of four consecutive Fiscal Quarters ending
[            ], 20[    ] (See Item A(2) above)
	    	 
		
	 (a)     minus, cash Capital
Expenditures9 of the Borrower for such period (excluding
any Capital Expenditures financed with Indebtedness other than Revolving Loans),
	    	 
		
	 (b)     minus, the aggregate amount of United States federal income taxes and other taxes,
including, without limitation, state, franchise and similar taxes, actually payable in cash by the Borrower and its Subsidiaries for such period,
	    	 
		
	 (c)     minus, the aggregate amount of Permitted Tax Distributions made in such
period.
	    	 
		
	 Consolidated EBITDA (as adjusted)
	    	 
		
	 (2)    Consolidated Fixed Charges of the Borrower for the period of four consecutive Fiscal Quarters ending
[         ], 20[    ]10:
	    	
		
	 the sum of the following, determined on a Consolidated basis:
	    	
		
	 (a)     the aggregate of all interest expense paid or accrued during such period,
plus
	    	 
		
	 (b)     scheduled payments of principal with respect to Indebtedness during such period (excluding
principal payments paid or payable on the Revolving Loan), plus
	    	 
		
	 (c)     Restricted Payments made pursuant to Section 8.5(e) of the Credit Agreement to the extent
such Restricted Payments are not otherwise reflected as a reduction or expense in determining the Consolidated Net Income of the Borrower (other than Restricted Payments for Permitted Tax Distributions).
	    	 

  

	9 	 See the definition of “Capital Expenditures” in the Credit Agreement for calculations and exclusions. 



	10 	 To be determined on a Pro Forma Basis. 



  
 -6-










			
	 Consolidated Fixed Charges
	    	 
		
	 Consolidated Fixed Charge Coverage Ratio
	    	[    ]:1.00
		
	 Covenant Requirement
	    	At least [    ]:1.00


  
 -7-









 SCHEDULE 2 

Change in Consolidated Total Assets 
 Ratio of (x) the amount of Consolidated Total Assets at the end of applicable Fiscal Quarter to (y) the amount of Consolidated Total Assets as of October 31, 2010 

 

			
	 (1)    Consolidated Total Assets1 at the end of Fiscal Quarter ending [            ],
20[    ]
	    	 
		
	 (2)    Consolidated Total Assets as of October 31, 2010
	    	$52,965,111
		
	 Ratio of (1) to (2)
	    	 

  

	1 	 Consolidated Total Assets means, as of any date, the total assets of the Borrower and the Consolidated Subsidiaries, determined in accordance with
GAAP, set forth on the Consolidated balance sheet of the Borrower as of such date. In no event shall Consolidated Total Assets include the amount of goodwill that would be recorded from the acquisition of the Borrower by the Fund and the Fund
Affiliates to the extent purchase accounting treatment was given or is given to such acquisition. 









 SCHEDULE 3 

Summary of Intercompany Indebtedness 
 [To set forth a summary of the outstanding balances of all intercompany Indebtedness.] 

  
 -2-









 SCHEDULE 4 

Calculation of Excess Cash Flow 
 Excess Cash Flow Calculation for Excess Cash Flow Period ended [            ]: 

 

			
	 (a)     Consolidated EBITDA of Borrower for such Excess Cash Flow Period;
	    	 
		
	 (b)     minus, without duplication
	    	
		
	 (i)      any mandatory cash principal payment on the Loans during such Excess Cash Flow Period (in
the case of payment in respect of Revolving Loans, to the extent that the Revolving Credit Commitments are permanently reduced by the amount of such payment) other than any mandatory prepayment required pursuant to Section 2.8(a) of the
Credit Agreement because of the existence of Excess Cash Flow,
	    	 
		
	 (ii)     any cash principal payment, whether scheduled or otherwise, and whether mandatory or voluntary,
made by the Borrower or any of its Subsidiaries during such Excess Cash Flow Period on any Capitalized Lease Obligation or other Indebtedness (other than with respect to voluntary payments, the Term Loans, any Subordinated Debt and any unsecured
Indebtedness) but only, if such Indebtedness may be reborrowed, to the extent such payment results in a permanent reduction in commitments thereof,
	    	 
		
	 (iii)   Capital Expenditures by the Borrower and its Subsidiaries on a Consolidated basis during such Excess Cash
Flow Period that are paid in cash to the extent permitted under the Credit Agreement to the extent not financed with the proceeds of Indebtedness other than Revolving Loans,
	    	 
		
	 (iv)    the aggregate consideration paid in cash during such Excess Cash Flow Period in respect of Permitted
Acquisitions and other Investments permitted under the Credit Agreement to the extent not financed with the proceeds of Indebtedness other than Revolving Loans (less any amounts received in respect thereof as a return of capital or utilizing the
Equity Contribution Basket),
	    	 
		
	 (v)     Capital Expenditures that the Borrower or any Subsidiary becomes obligated to make, or that are
committed to be made by the Borrower or any Subsidiary during such Excess Cash Flow Period and that are paid in cash, to the extent permitted under the Credit Agreement and to the extent not financed with the proceeds of Indebtedness other than
Revolving Loans, during the 180 day period immediately following the last day of such Excess
	    	 


  
 -3-










			
	 Cash Flow Period in an aggregate amount not to exceed $5,000,000 for any Excess Cash Flow Period),
	    	
		
	 (vi)    the Consolidated Interest Expense of Borrower for such Excess Cash Flow Period to the extent paid in
cash,
	    	 
		
	 (vii)  the amount of any obligations for United States federal income taxes or other taxes measured by net income
payable with respect to such period,
	    	 
		
	 (viii) cash expenditures made in respect of Hedging Agreements during such Excess Cash Flow Period, to the extent not
reflected in the computation of Consolidated EBITDA,
	    	 
		
	 (ix)    solely to the extent paid with internally generated cash, dividends or distributions or repurchases
of its Stock permitted under the Credit Agreement and paid in cash by the Borrower during such Excess Cash Flow Period, and dividends permitted under the Credit Agreement and paid by any Subsidiary to any Person other than Parent, the Borrower or
any of the Subsidiaries during such Excess Cash Flow Period, in each case pursuant to Section 8.5 of the Credit Agreement, other than pursuant to clause (c) of such Section 8.5,
	    	 
		
	 (x)     amounts paid in cash during such Excess Cash Flow Period on account of (A) items that were
accounted for as noncash reductions of Consolidated Net Income that increased Consolidated EBITDA and were included in Excess Cash Flow of the Borrower and its Subsidiaries in a prior Excess Cash Flow Period, and (B) reserves or accruals established
in purchase accounting,
	    	 
		
	 (xi)    noncash items (A) that increased Consolidated Net Income, but were not deducted from Consolidated
EBITDA pursuant to clause (b) of the definition of “Consolidated EBITDA”, for such Excess Cash Flow Period (excluding any such items which represent the reversal of any accrual of, or cash reserve for, anticipated cash charges in any prior
period) and (B) in respect of which cash will be received in a future Cash Flow Period, and
	    	 
		
	 (xii)  any increase in the Working Capital of the Borrower during such period (measured as the excess of such Working
Capital at the end of such period over such Working Capital at the beginning of such period);
	    	 
		
	 (c)     plus, without duplication
	    	 
		
	 (i)      to the extent included in the calculation of Consolidated EBITDA pursuant to clause (a)(i)
of the definition thereof in the Credit Agreement, any provision for United States federal income taxes
	    	 


  
 -4-










			
	 or other taxes measured by net income,
	    	
		
	 (ii)     amounts deducted from the calculation of “Excess Cash Flow” for the immediately
preceding Excess Cash Flow Period pursuant to clause (b)(v) above,
	    	 
		
	 (iii)   cash payments received in respect of Hedging Agreements during such Excess Cash Flow Period to the extent
not included in the computation of Consolidated EBITDA,
	    	 
		
	 (iv)    any decrease in the Working Capital of Borrower during such Excess Cash Flow Period (measured as the
excess of such Working Capital at the beginning of such Excess Cash Flow Period over such Working Capital at the end thereof), and
	    	 
		
	 (v)     amounts received in cash during such Excess Cash Flow Period on account of items that were
accounted for as noncash items that reduced Excess Cash Flow in a prior Excess Cash Flow Period.
	    	 
		
	 Excess Cash Flow
	    	 


  
 -5-









 EXHIBIT A 

Financial Statements 
 Attached. 

  
 -6-









 EXHIBIT B 

Management’s Summary Narrative Discussion and Analysis 
 Attached. 

  
 -7-









 EXHIBIT C 

Corporate Chart 

Attached. 

  
 -8-









 EXHIBIT D 

Documents 

Attached. 

  
 -9-









 EXHIBIT 1.1(3) 

 
  

 
 GUARANTY AND SECURITY AGREEMENT

 Dated as of November 17, 2010 
 by and among 
 FRANCESCA’S COLLECTIONS, INC. 

and 
 EACH OTHER
GRANTOR 
 FROM TIME TO TIME PARTY HERETO 
 and 
 ROYAL BANK OF CANADA, 

as Collateral Agent 
 and 
 ROYAL BANK OF CANADA, 

as Administrative Agent 
  

 
  








							
	 	  	TABLE OF CONTENTS	  	 	 
	 	  	 	  	Page	 
	 ARTICLE I DEFINED TERMS
	  	 	1	  
			
	 Section 1.1
	  	 Definitions
	  	 	1	  
	 Section 1.2
	  	 Certain Other Terms
	  	 	4	  
		
	 ARTICLE II GUARANTY
	  	 	4	  
			
	 Section 2.1
	  	 Guaranty
	  	 	4	  
	 Section 2.2
	  	 Limitation of Guaranty
	  	 	4	  
	 Section 2.3
	  	 Contribution
	  	 	4	  
	 Section 2.4
	  	 Authorization; Other Agreements
	  	 	5	  
	 Section 2.5
	  	 Guaranty Absolute and Unconditional
	  	 	5	  
	 Section 2.6
	  	 Waivers
	  	 	6	  
	 Section 2.7
	  	 Reliance
	  	 	6	  
		
	 ARTICLE III GRANT OF SECURITY INTEREST
	  	 	7	  
			
	 Section 3.1
	  	Collateral	  	 	7	  
	 Section 3.2
	  	Grant of Security Interest in Collateral	  	 	7	  
	 Section 3.3
	  	Continuing Liability Under Collateral	  	 	7	  
		
	 ARTICLE IV REPRESENTATIONS AND WARRANTIES
	  	 	8	  
			
	 Section 4.1
	  	Title; No Other Liens	  	 	8	  
	 Section 4.2
	  	Perfection and Priority	  	 	8	  
	 Section 4.3
	  	Jurisdiction of Organization; Chief Executive Office	  	 	8	  
	 Section 4.4
	  	Locations of Inventory, Equipment and Books and Records	  	 	9	  
	 Section 4.5
	  	Pledged Collateral	  	 	9	  
	 Section 4.6
	  	Instruments and Tangible Chattel Paper Formerly Accounts	  	 	9	  
	 Section 4.7
	  	Intellectual Property	  	 	9	  
	 Section 4.8
	  	Commercial Tort Claims	  	 	10	  
	 Section 4.9
	  	Specific Collateral	  	 	10	  
	 Section 4.10
	  	Enforcement	  	 	10	  
	 Section 4.11
	  	Representations and Warranties of the Credit Agreement	  	 	10	  
		
	 ARTICLE V COVENANTS
	  	 	10	  
			
	 Section 5.1
	  	Maintenance of Perfected Security Interest; Further Documentation and Consents	  	 	10	  
	 Section 5.2
	  	Reserved	  	 	11	  
	 Section 5.3
	  	Pledged Collateral	  	 	11	  
	 Section 5.4
	  	Accounts	  	 	12	  
	 Section 5.5
	  	Delivery of Instruments and Tangible Chattel Paper, Letter-of-Credit Rights and Electronic Chattel Paper	  	 	12	  
	 Section 5.6
	  	Intellectual Property	  	 	12	  
	 Section 5.7
	  	Notices	  	 	13	  
	 Section 5.8
	  	Notice of Commercial Tort Claims	  	 	14	  
	 Section 5.9
	  	Compliance with Credit Agreement	  	 	14	  
	 Section 5.10
	  	Controlled Securities Account	  	 	14	  
	 Section 5.11
	  	Cash Management Systems	  	 	14	  


  
 i 









									
	 ARTICLE VI REMEDIAL PROVISIONS
	  	 	14	  
			
	 Section 6.1
	  	Code and Other Remedies	  	 	14	  
	 Section 6.2
	  	Accounts and Payments in Respect of General Intangibles	  	 	17	  
	 Section 6.3
	  	Pledged Collateral	  	 	18	  
	 Section 6.4
	  	Proceeds to be Turned over to and Held by Collateral Agent	  	 	18	  
	 Section 6.5
	  	Registration Rights	  	 	19	  
	 Section 6.6
	  	Deficiency	  	 	19	  
		
	 ARTICLE VII THE COLLATERAL AGENT
	  	 	20	  
			
	 Section 7.1
	  	Collateral Agent’s Appointment as Attorney-in-Fact	  	 	20	  
	 Section 7.2
	  	Authorization to File Financing Statements	  	 	21	  
	 Section 7.3
	  	Authority of Collateral Agent	  	 	21	  
	 Section 7.4
	  	Duty; Obligations and Liabilities	  	 	22	  
	 Section 7.5
	  	Replacement of Collateral Agent	  	 	24	  
		
	 ARTICLE VIII MISCELLANEOUS
	  	 	24	  
			
	 Section 8.1
	  	Reinstatement	  	 	24	  
	 Section 8.2
	  	Release of Collateral	  	 	24	  
	 Section 8.3
	  	Independent Obligations	  	 	25	  
	 Section 8.4
	  	No Waiver by Course of Conduct	  	 	25	  
	 Section 8.5
	  	Amendments in Writing	  	 	26	  
	 Section 8.6
	  	Additional Grantors; Additional Pledged Collateral	  	 	26	  
	 Section 8.7
	  	Notices	  		  	 	26	  
	 Section 8.8
	  	Successors and Assigns	  	 	26	  
	 Section 8.9
	  	Counterparts	  	 	26	  
	 Section 8.10
	  	Severability	  	 	26	  
	 Section 8.11
	  	Governing Law	  	 	26	  
	 Section 8.12
	  	Waiver of Jury Trial	  	 	26	  
	 Section 8.13
	  	Indemnities	  	 	26	  

  

					
	 ANNEXES AND SCHEDULES
	  	
			
	 Annex 1
	  	Form of Pledge Amendment	  	
	 Annex 2
	  	Form of Joinder Agreement	  	
	 Annex 3
	  	Form of Intellectual Property Security Agreement	  	
	 Schedule 1
	  	Commercial Tort Claims	  	
	 Schedule 2
	  	UCC Filings	  	
	 Schedule 3
	  	Jurisdiction of Organization; Chief Executive Office	  	
	 Schedule 4
	  	Locations of Inventory and Equipment	  	
	 Schedule 5
	  	Pledged Collateral	  	
	 Schedule 6
	  	Intellectual Property	  	








 GUARANTY AND SECURITY AGREEMENT, dated as of November 17, 2010, by and among
FRANCESCA’S COLLECTIONS, INC. (the “Borrower”), each of the other entities listed on the signature pages hereof or that becomes a party hereto pursuant to Section 8.6 (together with the Borrower, the
“Grantors”), Royal Bank of Canada, as administrative agent (in such capacity, together with its successors and permitted assigns, the “Administrative Agent”), and Royal Bank of Canada, as collateral agent (in such
capacity, together with its successors and permitted assigns, the “Collateral Agent”) for the Lenders, the L/C Issuer and each other Secured Party (each as defined in the Credit Agreement referred to below). 

W I T N E S S E T H: 
 WHEREAS, pursuant to the Credit Agreement dated as of the date hereof (as the same may be amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”) among the Borrower, Francesca’s LLC (“Parent”), the other Guarantors from time to time party thereto, the Lenders from time to time party thereto, the Administrative Agent, the Collateral Agent and the
other parties thereto, the Lenders and the L/C Issuer have severally agreed to make extensions of credit to the Borrower upon the terms and subject to the conditions set forth therein; 

WHEREAS, each Grantor (other than the Borrower) has agreed to guaranty the Obligations (as defined in the Credit Agreement) of the
Borrower; 
 WHEREAS, each Grantor will derive substantial direct and indirect benefits from the making of the extensions of
credit under the Credit Agreement; and 
 WHEREAS, it is a condition precedent to the obligation of the Lenders and the L/C
Issuer to make their respective extensions of credit to the Borrower under the Credit Agreement that the Grantors shall have executed and delivered this Agreement to the Administrative Agent and the Collateral Agent. 

NOW, THEREFORE, in consideration of the premises and to induce the Lenders, the L/C Issuer, the Administrative Agent and the Collateral
Agent to enter into the Credit Agreement and to induce the Lenders and the L/C Issuer to make their respective extensions of credit to the Borrower thereunder, each Grantor hereby agrees with the Administrative Agent and the Collateral Agent as
follows: 
 ARTICLE I 
 DEFINED TERMS 
 Section 1.1 Definitions. (a) Capital terms
used herein without definition are used as defined in the Credit Agreement. 
 (b) Terms used herein without
definition that are defined in the UCC have the meanings given to them in the UCC (such meanings to be equally applicable to both the singular and plural forms of the terms defined and, if defined in more than one Article of the UCC, shall have the
meaning specified in Article 9 thereof). 
 (c) The following terms shall have the following meanings:

 “Agreement” means this Guaranty and Security Agreement, as the same may be amended, amended
and restated, supplemented or otherwise modified from time to time. 

  
 1 








 “Applicable IP Office” means the United States Patent and
Trademark Office, the United States Copyright Office or any similar office or agency within or outside the United States. 
 “Collateral” has the meaning specified in Section 3.1. 
 “Control Agreement” means, with respect to any deposit account, securities account, commodity account, securities entitlement or commodity contract, an agreement among the Collateral
Agent, the financial institution or other Person at which such account is maintained or with which such entitlement or contract is carried, and the Loan Party maintaining such account effective to grant “control” (as defined under the
applicable UCC) over such account to the Collateral Agent in form and substance reasonably satisfactory to the Collateral Agent. 
 “Excluded Equity” means (a) Voting Stock in excess of 66% of the outstanding Voting Stock of any Foreign Subsidiary and (b) any Stock to the extent that, and for so long as, the
requirements of Section 7.10 of the Credit Agreement do not apply thereto by reason of clause (ii) of the final paragraph of such Section. 
 “Excluded Property” means, collectively: (i) Vehicles; (ii) Excluded Equity; (iii) any permit or license or any Contractual Obligation entered into by any Grantor
(A) that prohibits, terminates or permits termination by any Person other than the Borrower and its Affiliates of such permit, license or Contractual Obligation upon, or requires the consent of any Person other than the Borrower and its
Affiliates as a condition to, the creation by such Grantor of a Lien on any right, title or interest in such permit, license or Contractual Obligation or any Stock or Stock Equivalent related thereto or (B) to the extent that any Requirement of
Law applicable thereto prohibits the creation of a Lien thereon, but only, with respect to the prohibition in (A) and (B), to the extent, and for as long as, such prohibition, termination provision or requirement for consent is not terminated
or rendered unenforceable or otherwise deemed ineffective by the UCC or any other Requirement of Law or required consent is not obtained (and immediately upon the lapse, termination, unenforceability or ineffectiveness of any such prohibition,
termination provision or requirement for consent or grant of such required consent, the Collateral shall include, and the Grantors shall be deemed to have automatically granted a security interest in, all such permits, licenses, Contractual
Obligations or Stock or Stock Equivalents no longer subject to such prohibition or termination provision or required consent); (iv) fixed or capital assets owned by any Grantor that are subject to a purchase money Lien or a Capital Lease
permitted under the Credit Agreement if the Contractual Obligation pursuant to which such Lien is granted (or in the document providing for such Capital Lease) prohibits or requires the consent of any Person other than the Borrower and its
Affiliates (which consent has not been obtained) as a condition to the creation of any other Lien on such equipment; (v) any “intent to use” Trademark applications for which a statement of use has not been filed with and accepted by
the Applicable IP Office (but only until such statement is filed and accepted); and (vi) any assets to the extent that, and for so long as, the requirements of Section 7.10 of the Credit Agreement do not apply thereto by reason of
clause (iii) of the final paragraph of such Section; provided, that “Excluded Property” shall not include any proceeds, products, substitutions or replacements of Excluded Property (unless such proceeds, products,
substitutions or replacements would otherwise constitute Excluded Property). 
 “Guaranteed
Obligations” has the meaning set forth in Section 2.1. 
 “Guarantor” means
each Grantor other than the Borrower. 
 “Guaranty” means the guaranty of the Guaranteed
Obligations made by the Guarantors as set forth in this Agreement. 

  
 2 








 “Material Intellectual Property” means Intellectual
Property that is owned by or licensed to a Grantor and material to the conduct of any Grantor’s business. 

“Pledged Certificated Stock” means all certificated securities and any other Stock or Stock Equivalent of
any Person evidenced by a certificate, instrument or similar document (as defined in the UCC), in each case owned by any Grantor, and any distribution of property made on, in respect of, or in exchange for the foregoing from time to time, including
all Stock and Stock Equivalents listed on Schedule 5. Pledged Certificated Stock excludes any Excluded Property and any Cash Equivalents that are not held in securities accounts that are subject to Control Agreements to the extent permitted
by Section 5.10 hereof. 
 “Pledged Collateral” means, collectively, the Pledged
Stock and the Pledged Debt Instruments. 
 “Pledged Debt Instruments” means all right, title and
interest of any Grantor in instruments evidencing any Indebtedness owed to such Grantor or other obligations owed to such Grantor, and any distribution of property made on, in respect of or in exchange for the foregoing from time to time, including
all such instruments described on Schedule 5, issued by the obligors named therein. Pledged Debt Instruments excludes any Cash Equivalents that are not held in securities accounts that are subject to Control Agreements to the extent permitted
by Section 5.10 hereof. 
 “Pledged Investment Property” means any investment
property of any Grantor, and any distribution of property made on, in respect of or in exchange for the foregoing from time to time, other than any Pledged Stock or Pledged Debt Instruments. Pledged Investment Property excludes any Cash Equivalents
that are not held in securities accounts that are subject to Control Agreements to the extent permitted by Section 5.10 hereof. 
 “Pledged Stock” means all Pledged Certificated Stock and all Pledged Uncertificated Stock. 
 “Pledged Uncertificated Stock” means any Stock or Stock Equivalent of any Person that is not Pledged Certificated Stock, including all right, title and interest of any Grantor as a
limited or general partner in any partnership not constituting Pledged Certificated Stock or as a member of any limited liability company, all right, title and interest of any Grantor in, to and under any Constituent Document of any partnership or
limited liability company to which it is a party, and any distribution of property made on, in respect of or in exchange for the foregoing from time to time, including in each case those interests set forth on Schedule 5, to the extent such
interests are not certificated. Pledged Uncertificated Stock excludes any Excluded Property and any Cash Equivalents that are not held in securities accounts that are subject to Control Agreements to the extent permitted by Section 5.10
hereof. 
 “Secured Obligations” has the meaning specified in Section 3.2.

 “Security Cash Collateral Account” means a Cash Collateral Account that is not a L/C Cash
Collateral Account. 
 “Software” means (a) all computer programs, including source code
and object code versions, (b) all data, databases and compilations of data, whether machine readable or otherwise, and (c) all documentation, training materials and configurations related to any of the foregoing. 

“Subsidiary Guarantor” means any Guarantor that is a Subsidiary of the Borrower. 

  
 3 








 “UCC” means the Uniform Commercial Code as from time to
time in effect in the State of New York; provided, that, in the event that, by reason of mandatory provisions of any applicable Requirement of Law, any of the attachment, perfection or priority of the Collateral Agent’s or any other
Secured Party’s security interest in any Collateral is governed by the Uniform Commercial Code of a jurisdiction other than the State of New York, “UCC” shall mean the Uniform Commercial Code as in effect in such other
jurisdiction for purposes of the provisions hereof relating to such attachment, perfection or priority and for purposes of the definitions related to or otherwise used in such provisions. 

“Vehicles” means all vehicles covered by a certificate of title law of any state. 

Section 1.2 Certain Other Terms. (a) The meanings given to terms defined herein shall be equally applicable to
both the singular and plural forms of such terms. The terms “herein”, “hereof” and similar terms refer to this Agreement as a whole and not to any particular Article, Section or clause in this Agreement. References
herein to an Annex, Schedule, Article, Section or clause refer to the appropriate Annex or Schedule to, or Article, Section or clause in this Agreement. Where the context requires, provisions relating to any Collateral when used in relation to a
Grantor shall refer to such Grantor’s Collateral or any relevant part thereof. 
 (b)
Section 1.5 (Interpretation) of the Credit Agreement is applicable to this Agreement as and to the extent set forth therein. 
 ARTICLE II 
 GUARANTY 

Section 2.1 Guaranty. To induce the Lenders to make the Loans and the L/C Issuer to Issue Letters of Credit, each
Guarantor hereby, jointly and severally, absolutely, unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, to the Administrative Agent, the Collateral Agent, the Lenders, the L/C Issuer and the other Secured
Parties the full and punctual payment when due, whether at stated maturity or earlier, by reason of acceleration, mandatory prepayment or otherwise in accordance with any Loan Document, of all the Obligations of the Borrower whether existing on the
date hereof or hereinafter incurred or created (the “Guaranteed Obligations”). This Guaranty by each Guarantor hereunder constitutes a guaranty of payment and not of collection. 

Section 2.2 Limitation of Guaranty. Any term or provision of this Guaranty or any other Loan Document to the contrary
notwithstanding, the maximum aggregate amount for which any Subsidiary Guarantor shall be liable hereunder shall not exceed the maximum amount for which such Subsidiary Guarantor can be liable without rendering this Guaranty or any other Loan
Document, as it relates to such Subsidiary Guarantor, subject to avoidance under applicable Requirements of Law relating to fraudulent conveyance or fraudulent transfer (including the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent
Transfer Act and Section 548 of title 11 of the United States Code or any applicable provisions of comparable Requirements of Law) (collectively, “Fraudulent Transfer Laws”). Any analysis of the provisions of this Guaranty for
purposes of Fraudulent Transfer Laws shall take into account the right of contribution established in Section 2.3 and, for purposes of such analysis, give effect to any discharge of intercompany debt as a result of any payment made under
the Guaranty. 
 Section 2.3 Contribution. To the extent that any Subsidiary Guarantor shall be required
hereunder to pay any portion of any Guaranteed Obligation exceeding the greater of (a) the amount of the economic benefit actually received by such Subsidiary Guarantor and its Subsidiaries from the Loans and other Obligations, and (b) the
amount such Subsidiary Guarantor would otherwise have paid if such Subsidiary Guarantor had paid the aggregate amount of the Guaranteed Obligations (excluding the 

  
 4 








 
amount thereof repaid by the Borrower and Parent) in the same proportion as such Subsidiary Guarantor’s net worth on the date enforcement is sought hereunder bears to the aggregate net worth
of all the Subsidiary Guarantors on such date, then such Guarantor shall be reimbursed by such other Subsidiary Guarantors for the amount of such excess, pro rata, based on the respective net worth of such other Subsidiary Guarantors on such date.

 Section 2.4 Authorization; Other Agreements. The Secured Parties are hereby authorized, without notice to
or demand upon any Guarantor and without discharging or otherwise affecting the obligations of any Guarantor hereunder and without incurring any liability hereunder, from time to time, to do each of the following: 

(a) (i) modify, amend, supplement or otherwise change, (ii) accelerate or otherwise change the time of
payment or (iii) waive or otherwise consent to noncompliance with, any Guaranteed Obligation or any Loan Document; 
 (b) apply to the Guaranteed Obligations any sums by whomever paid or however realized to any Guaranteed Obligation in such order as provided in the Loan Documents; 

(c) refund at any time any payment received by any Secured Party in respect of any Guaranteed Obligation; 

(d) (i) Sell, exchange, enforce, waive, substitute, liquidate, terminate, release, abandon, fail to perfect,
subordinate, accept, substitute, surrender, exchange, affect, impair or otherwise alter or release any Collateral for any Guaranteed Obligation or any other guaranty therefor in any manner, (ii) receive, take and hold additional Collateral to
secure any Guaranteed Obligation, (iii) add, release or substitute any one or more other Guarantors, makers or endorsers of any Guaranteed Obligation or any part thereof and (iv) otherwise deal in any manner with the Borrower and any other
Guarantor, maker or endorser of any Guaranteed Obligation or any part thereof; and 
 (e) settle, release,
compromise, collect or otherwise liquidate the Guaranteed Obligations. 
 Section 2.5 Guaranty Absolute and
Unconditional. Each Guarantor hereby waives and agrees not to assert any defense, whether arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable,
absolute and unconditional and shall not be discharged as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case
except as otherwise agreed in writing by the Collateral Agent): 
 (a) the invalidity or unenforceability of
any obligation of the Borrower or any other Guarantor under any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed
Obligation or any part thereof, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereof; 

(b) the absence of (i) any attempt to collect any Guaranteed Obligation or any part thereof from the Borrower or
any other Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereunder; 
 (c) the failure by any Person to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral; 

  
 5 








 (d) any workout, insolvency, bankruptcy proceeding, reorganization,
arrangement, liquidation or dissolution by or against the Borrower, any other Guarantor or any of the Borrower’s other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any
discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any interest thereon) in or as a result of any such proceeding; 
 (e) any foreclosure, whether or not through judicial sale, and any other Sale of any Collateral or any election following the occurrence of an Event of Default by any Secured Party to proceed
separately against any Collateral in accordance with such Secured Party’s rights under any applicable Requirement of Law; or 
 (f) any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge of the Borrower, any other Guarantor or any of the Borrower’s
other Subsidiaries, in each case other than the payment in full of the Guaranteed Obligations. 
 Section 2.6
Waivers. Each Guarantor hereby unconditionally and irrevocably waives and agrees not to assert any claim, defense, setoff or counterclaim based on diligence, promptness, presentment, requirements for any demand or notice hereunder including
any of the following: (a) any demand for payment or performance and protest and notice of protest, (b) any notice of acceptance, (c) any presentment, demand, protest or further notice or other requirements of any kind with respect to
any Guaranteed Obligation (including any accrued but unpaid interest thereon) becoming immediately due and payable, (d) any rights and defenses arising out of an election of remedies by Collateral Agent or any Secured Party, even if such
election has destroyed such Grantor’s rights of subrogation and reimbursement against the Borrower or any other Guarantor, and (e) any other notice in respect of any Guaranteed Obligation or any part thereof, and any defense arising by
reason of any disability or other defense of the Borrower or any other Guarantor. Each Guarantor further unconditionally and irrevocably agrees not to (x) enforce or otherwise exercise any right of subrogation or any right of reimbursement or
contribution or similar right against the Borrower or any other Guarantor by reason of any Loan Document or any payment made thereunder or (y) assert any claim, defense, setoff or counterclaim it may have against any other Loan Party or set off
any of its obligations to such other Loan Party against obligations of such Loan Party to such Guarantor. No obligation of any Guarantor hereunder shall be discharged other than by complete performance. 

Section 2.7 Reliance. Each Guarantor hereby assumes responsibility for keeping itself informed of the financial
condition of the Borrower, each other Guarantor and any other guarantor, maker or endorser of any Guaranteed Obligation or any part thereof, and of all other circumstances bearing upon the risk of nonpayment of any Guaranteed Obligation or any part
thereof that diligent inquiry would reveal, and each Guarantor hereby agrees that no Secured Party shall have any duty to advise any Guarantor of information known to it regarding such condition or any such circumstances. In the event any Secured
Party, in its sole discretion, undertakes at any time or from time to time to provide any such information to any Guarantor, such Secured Party shall be under no obligation to (a) undertake any investigation, (b) disclose any information
that such Secured Party, pursuant to accepted or reasonable commercial finance or banking practices, wishes to maintain confidential or (c) make any future disclosures of such information or any other information to any Guarantor. 

  
 6 








 ARTICLE III 
 GRANT OF SECURITY INTEREST 
 Section 3.1 Collateral. For the
purposes of this Agreement, all of the following property now owned or at any time hereafter acquired by a Grantor or in which a Grantor now has or at any time in the future may acquire any right, title or interest is collectively referred to as the
“Collateral”: 
 (a) all accounts, chattel paper, deposit accounts, documents (as defined
in the UCC), equipment, general intangibles, instruments, inventory, investment property, letter-of-credit rights and any supporting obligations related to any of the foregoing; 

(b) the commercial tort claims described on Schedule 1 and on any supplement thereto received by the
Collateral Agent pursuant to Section 5.8; 
 (c) all books and records pertaining to the other
property described in this Section 3.1; 
 (d) all property of such Grantor held by any Secured
Party, including all property of every description, in the custody of or in transit to such Secured Party for any purpose, including safekeeping, collection or pledge, for the account of such Grantor or as to which such Grantor may have any right or
power, including but not limited to cash; 
 (e) all other goods (including but not limited to fixtures) and
personal property of such Grantor, whether tangible or intangible and wherever located; and 
 (f) to the
extent not otherwise included, all proceeds of the foregoing;  
 provided, that “Collateral” shall not include
any Excluded Property; and provided, further, that if and when any property shall cease to be Excluded Property, such property shall be deemed at all times from and after the date thereof to constitute Collateral. 

Section 3.2 Grant of Security Interest in Collateral. Each Grantor, as collateral security for the prompt and complete
payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Obligations of such Grantor (the “Secured Obligations”), hereby mortgages, pledges and hypothecates to the Collateral Agent for the
benefit of the Secured Parties, and grants to the Collateral Agent for the benefit of the Secured Parties a Lien on and security interest in, all of its right, title and interest in, to and under the Collateral of such Grantor. 

Section 3.3 Continuing Liability Under Collateral. Notwithstanding anything herein to the contrary, (i) each
Grantor shall remain liable for all obligations under the Collateral and nothing contained herein is intended to be or shall be a delegation of duties to the Collateral Agent or any other Secured Party, (ii) each Grantor shall remain liable
under each of the agreements included in the Collateral, including, without limitation, any agreements relating to pledged partnership interests or pledged limited liability company interests, to perform all of the obligations undertaken by it
thereunder all in accordance with and pursuant to the terms and provisions thereof and neither the Collateral Agent nor any Secured Party shall have any obligation or liability under any of such agreements by reason of or arising out of this
Agreement or any other document related thereto nor shall the Collateral Agent nor any Secured Party have any obligation to make any inquiry as to the nature or sufficiency of any payment received by it or have any obligation to take any action to
collect or enforce any rights under any agreement included in the Collateral, including, without limitation, any agreements relating to pledged 

  
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partnership interests or pledged limited liability company interests, and (iii) the exercise by the Collateral Agent of any of its rights hereunder shall not release any Grantor from any of
its duties or obligations under the contracts and agreements included in the Collateral. 
 ARTICLE IV 

REPRESENTATIONS AND WARRANTIES 
 To induce the Lenders, the L/C Issuer, the Administrative Agent and the Collateral Agent to enter into the Loan Documents, each Grantor hereby represents and warrants each of the following to the
Administrative Agent, the Collateral Agent, the Lenders, the L/C Issuer and the other Secured Parties: 

Section 4.1 Title; No Other Liens. Except for the Lien granted to the Collateral Agent pursuant to this Agreement and
other Permitted Liens, such Grantor owns each item of the Collateral free and clear of any and all Liens or claims of others. Such Grantor (a) is the record and beneficial owner of the Collateral pledged by it hereunder constituting instruments
or certificates and (b) has rights in or the power to transfer each other item of Collateral in which a Lien is granted by it hereunder, free and clear of any other Lien. 
 Section 4.2 Perfection and Priority. The security interest granted pursuant to this Agreement constitutes a valid and continuing perfected security interest in favor of the Collateral
Agent for the benefit of the Secured Parties in all Collateral subject, for the following Collateral, to the occurrence of the following: (i) in the case of all Collateral in which a security interest may be perfected by filing a financing
statement under the UCC, the completion of the filings specified on Schedule 2 (which, in the case of all filings referred to on such schedule, have been duly authorized by each Grantor and delivered to the Collateral Agent in completed
form), (ii) with respect to any deposit account, the execution of a Control Agreement, (iii) in the case of all Copyrights, Trademarks and Patents for which UCC filings are insufficient, all appropriate filings having been made with the
Applicable IP Office, (iv) in the case of letter-of-credit rights that are not supporting obligations of Collateral, the execution of a Contractual Obligation granting control to the Collateral Agent over such letter-of-credit rights, and
(v) in the case of electronic chattel paper, the completion of all steps necessary to grant control to the Collateral Agent over such electronic chattel paper. Such security interest shall be prior to all other Liens on the Collateral except
for Customary Permitted Liens having priority over the Collateral Agent’s Lien by operation of law or permitted pursuant to clause (c), (e) or (j) of the definition of “Customary Permitted Liens” in the Credit
Agreement or subsection 8.2(c), 8.2(d), 8.2(e), 8.2(f) or 8.2(h) of the Credit Agreement upon (i) in the case of all Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property, the
delivery thereof to the Collateral Agent of such Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property consisting of instruments and certificates, in each case properly endorsed for transfer to the Collateral Agent or
in blank, (ii) in the case of all Pledged Investment Property not in certificated form, the execution of a Control Agreement with respect to such investment property, and (iii) in the case of all other instruments and tangible chattel
paper that are not Pledged Certificated Stock, Pledged Debt Instruments or Pledged Investment Property, the delivery to the Collateral Agent of such instruments and tangible chattel paper. Except as set forth in this Section 4.2, all
actions by each Grantor necessary to perfect the Lien granted hereunder on the Collateral have been duly taken. 

Section 4.3 Jurisdiction of Organization; Chief Executive Office. Such Grantor’s jurisdiction of organization,
legal name and organizational identification number, if any, and the location of such Grantor’s chief executive office or sole place of business, in each case as of the date hereof, is specified on Schedule 3 and such Schedule 3
also lists all jurisdictions of incorporation, legal names and locations 

  
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of such Grantor’s chief executive office or sole place of business for the five years preceding the date hereof. 
 Section 4.4 Locations of Inventory, Equipment and Books and Records. On the date hereof, such Grantor’s inventory and equipment (other than inventory or equipment in transit) and
books and records concerning the Collateral are kept at the locations listed on Schedule 4 and such Schedule 4 also lists the locations of such inventory, equipment and books and records for the five years preceding the date hereof.

 Section 4.5 Pledged Collateral. (a) The Pledged Stock of all Subsidiaries pledged by such Grantor
hereunder and all other Pledged Stock in excess of $500,000 individually or $1,000,000 in the aggregate (i) is, as of the Closing Date, listed on Schedule 5 and, as of the Closing Date, constitutes that percentage of the issued and
outstanding equity of all classes of each issuer thereof as set forth on Schedule 5, (ii) has been duly authorized, validly issued and is fully paid and nonassessable (other than Pledged Stock in limited liability companies and
partnerships), (iii) constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms and (iv) in the case of Pledged Certificated Stock, has been delivered to the Collateral
Agent in accordance with Section 5.3(a) as of the Closing Date. 
 (b) As of the Closing Date,
all Pledged Collateral (other than Pledged Stock) in excess of $500,000 individually or $1,000,000 in the aggregate, all Pledged Debt Instruments required to be pledged hereunder pursuant to Section 8.1(e) or 8.3(e) of the Credit
Agreement, and all Pledged Investment Property consisting of instruments and certificates in excess of $500,000 individually or $1,000,000 in the aggregate, in each case has been delivered to the Collateral Agent in accordance with
Section 5.3(a). 
 (c) Upon the occurrence and during the continuance of an Event of Default,
the Collateral Agent, at the direction of the Administrative Agent, shall be entitled to exercise all of the rights of the Grantor granting the security interest in any Pledged Stock, and a transferee or assignee of such Pledged Stock shall become a
holder of such Pledged Stock to the same extent as such Grantor and be entitled to participate in the management of the issuer of such Pledged Stock and, upon the transfer of the entire interest of such Grantor, such Grantor shall, by operation of
law, cease to be a holder of such Pledged Stock. 
 Section 4.6 Instruments and Tangible Chattel Paper Formerly
Accounts. No amount payable to such Grantor under or in connection with any Collateral is evidenced by any instruments or tangible chattel paper in excess of $500,000 individually or $1,000,000 in the aggregate that has not been delivered to the
Collateral Agent, properly endorsed for transfer, to the extent delivery is required by Section 5.5(a).  

Section 4.7 Intellectual Property. (a) As of the Closing Date, Schedule 6 sets forth a true and complete
list of the following Intellectual Property such Grantor owns (or, in the case of Material Intellectual Property, licenses): (i) Intellectual Property that is registered or subject to applications for registration, including for each of the
foregoing items (1) the owner, (2) the title, (3) the jurisdiction in which such item has been registered or otherwise arises or in which an application for registration has been filed, and (4) as applicable, the registration or
application number and registration or application date, (ii) Internet Domain Names and (iii) Material Intellectual Property. 
 (b) On the Closing Date, all Material Intellectual Property owned by such Grantor is in full force and effect, subsisting, unexpired and, to such Grantor’s knowledge, valid and enforceable, and no
Material Intellectual Property has been abandoned. The consummation of the transactions 

  
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contemplated by the Loan Documents shall not limit or impair the ownership, use, validity or enforceability of, or any rights of such Grantor in, any Material Intellectual Property. There are no
pending (or, to the knowledge of such Grantor, threatened) actions, investigations, suits, proceedings, audits, claims, demands, orders or disputes challenging the ownership, use, validity, enforceability of, or such Grantor’s rights in, any
Material Intellectual Property owned by such Grantor. To such Grantor’s knowledge, no Person has been or is infringing, misappropriating, diluting, violating or otherwise impairing any Material Intellectual Property owned by such Grantor. Such
Grantor and, to such Grantor’s knowledge, each other party thereto is not in material breach or default of any material IP License. 
 Section 4.8 Commercial Tort Claims. The only commercial tort claims of any Grantor existing on the date hereof (regardless of whether the amount, defendant or other material facts can
be definitively determined and regardless of whether such commercial tort claim has been asserted, threatened or has otherwise been made known to the obligee thereof or whether litigation has been commenced for such claims) in excess of $500,000
individually or $1,000,000 in the aggregate are those listed on Schedule 1, which sets forth such information separately for each Grantor. 
 Section 4.9 Specific Collateral. As of the Closing Date, none of the Collateral is or is proceeds or products of farm products, “as-extracted collateral” (as defined in the
UCC), health care insurance receivables or timber to be cut. 
 Section 4.10 Enforcement. No Permit, notice
to or filing with any Governmental Authority or any other Person or any consent from any Person is required for the exercise by the Collateral Agent of its rights (including voting rights) provided for in this Agreement or the enforcement of
remedies in respect of the Collateral pursuant to this Agreement, including the transfer of any Collateral, except as may be required in connection with the disposition of any portion of the Pledged Collateral by laws affecting the offering and sale
of securities generally or any approvals that may be required to be obtained from any bailees or landlords to collect the Collateral. 
 Section 4.11 Representations and Warranties of the Credit Agreement. The representations and warranties as to such Grantor and its Subsidiaries made by the Borrower in Article IV
(Representations and Warranties) of the Credit Agreement are true and correct on each date as required by Section 3.2(b) of the Credit Agreement. 
 ARTICLE V 
 COVENANTS 

Each Grantor agrees with the Administrative Agent and the Collateral Agent to the following, as long as any Obligation or Commitment
remains outstanding and, in each case, unless the Required Lenders otherwise consent in writing: 
 Section 5.1
Maintenance of Perfected Security Interest; Further Documentation and Consents. (a) Generally. Such Grantor shall (i) not use or permit any Collateral to be used unlawfully or in violation of any provision of any Loan
Document, any Requirement of Law or any policy of insurance covering the Collateral and (ii) not enter into any Contractual Obligation or undertaking restricting the right or ability of such Grantor or the Collateral Agent to Sell any
Collateral if such restriction could, either individually or in the aggregate, have a Material Adverse Effect. 

(b) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at
least the priority described in Section 4.2 and shall defend such security interest and such priority against the claims and demands of all Persons. 

  
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 (c) Such Grantor shall furnish to the Administrative Agent and the
Collateral Agent from time to time statements and schedules further identifying and describing the Collateral and such other documents in connection with the Collateral as the Administrative Agent and the Collateral Agent may reasonably request, all
in reasonable detail and in form and substance satisfactory to the Administrative Agent and the Collateral Agent. 
 (d) At any time and from time to time, upon the reasonable written request of the Collateral Agent (as so directed by the Administrative Agent), such Grantor shall, for the purpose of obtaining or
preserving the full benefits of this Agreement and of the rights and powers herein granted, (i) promptly and duly execute and deliver, and have recorded, such further documents, including an authorization to file (or, as applicable, the filing
of) any financing statement or amendment under the UCC (or other filings under similar Requirements of Law) in effect in any jurisdiction with respect to the security interest created hereby and (ii) take such further action as the
Administrative Agent or the Collateral Agent may reasonably request. 
 (e) To ensure that a Lien and security
interest is granted on any of the Excluded Property set forth in clause (ii) of the definition of “Excluded Property”, such Grantor shall use its commercially reasonable efforts to obtain any required consents from any Person
other than the Borrower and its Affiliates with respect to any permit or license or any Contractual Obligation with such Person entered into by such Grantor that requires such consent as a condition to the creation by such Grantor of a Lien on any
right, title or interest in such permit, license or Contractual Obligation or any Stock or Stock Equivalent related thereto. 

Section 5.2 [Reserved]. 
 Section 5.3 Pledged Collateral. (a) Delivery of Pledged Collateral. Such Grantor shall, within 30 days of the acquisition or formation thereof, (i) deliver to the
Collateral Agent, in suitable form for transfer and in form and substance satisfactory to the Administrative Agent, (A) all Pledged Certificated Stock of Subsidiaries, (B) all other Pledged Certificated Stock, (C) all Pledged Debt
Instruments and (D) all certificates and instruments evidencing Pledged Investment Property, in each case of clauses (B), (C), and (D) in excess of $500,000 individually or $1,000,000 in the aggregate; provided that Pledged
Certificated Stock of Subsidiaries and Pledged Debt Instruments required to be pledged hereunder pursuant to Section 8.1(e) or 8.3(e) of the Credit Agreement shall be delivered regardless of their value and (ii) maintain all
other Pledged Investment Property in a securities account subject to a Control Agreement. 
 (b) Event of
Default. During the continuance of an Event of Default, the Collateral Agent shall have the right, at any time at the direction of the Administrative Agent (in the Administrative Agent’s discretion) and without notice to the Grantor, to
(i) transfer to or to register in its name or in the name of its nominees any Pledged Collateral or any Pledged Investment Property and (ii) exchange any certificate or instrument representing or evidencing any Pledged Collateral or any
Pledged Investment Property for certificates or instruments of smaller or larger denominations. 
 (c) Cash
Distributions with respect to Pledged Collateral. Except as provided in Article VI, such Grantor shall be entitled to receive all cash distributions paid in respect of the Pledged Collateral. 

(d) Voting Rights. Except as provided in Article VI, such Grantor shall be entitled to exercise all voting,
consent and corporate, partnership, limited liability company and similar rights with respect to the Pledged Collateral; provided, that no vote shall be cast, consent given or right exercised or other action taken by such Grantor that would
impair the Collateral or be inconsistent with or result in any 

  
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violation of any provision of any Loan Document. The Collateral Agent shall have no duty or obligation to exercise or monitor such voting rights. 

Section 5.4 Accounts. Such Grantor shall not, other than in the ordinary course of business, (i) grant any
extension of the time of payment of any account, (ii) compromise or settle any account for less than the full amount thereof, (iii) release, wholly or partially, any Person liable for the payment of any account, (iv) allow any credit
or discount on any account or (v) amend, supplement or modify any account in any manner that could adversely affect the value thereof. 
 Section 5.5 Delivery of Instruments and Tangible Chattel Paper, Letter-of-Credit Rights and Electronic Chattel Paper. (a) If any amounts in excess of $500,000 individually or
$1,000,000 in the aggregate payable under or in connection with any Collateral owned by such Grantor shall be or become evidenced by an instrument or tangible chattel paper other than such instrument delivered in accordance with
Section 5.3(a) and in the possession of the Collateral Agent, such Grantor shall mark all such instruments and tangible chattel paper with the following legend: “This writing and the obligations evidenced or secured hereby are
subject to the security interest of Royal Bank of Canada, as Collateral Agent”, shall promptly (and in any event within 30 days) provide a notice of acquisition of such instrument or chattel paper to the Collateral Agent, and, at the request of
the Administrative Agent, shall immediately deliver such instrument or tangible chattel paper to the Collateral Agent, duly indorsed in a manner satisfactory to the Administrative Agent. 

(b) Such Grantor shall not grant “control” (within the meaning of such term under Article 9-106 of the UCC) over
any investment property to any Person other than the Collateral Agent. 
 (c) If such Grantor is or becomes the
beneficiary of a letter or letters of credit that is (i) not a supporting obligation of any Collateral and (ii) in excess of $500,000 individually or $1,000,000 in the aggregate, then such Grantor shall promptly, and in any event within 2
Business Days after becoming a beneficiary, notify the Collateral Agent thereof. Such Grantor shall use commercially reasonable efforts to enter into a Contractual Obligation with the Collateral Agent, the issuer of such letter of credit or any
nominated person with respect to the letter-of-credit rights under such letter of credit. Such Contractual Obligation shall assign proceeds of such letters of credit to the Collateral Agent in a manner sufficient to grant control for the purposes of
Section 9-107 of the UCC (or any similar section under any equivalent UCC). Such Contractual Obligation shall also direct all payments thereunder to a Cash Collateral Account. The provisions of such Contractual Obligation shall be in form and
substance reasonably satisfactory to the Administrative Agent. 
 (d) If any amounts in excess of $500,000
individually or $1,000,000 in the aggregate payable under or in connection with any Collateral owned by such Grantor shall be or become evidenced by electronic chattel paper, such Grantor shall take all steps necessary to grant the Collateral Agent
control of all such electronic chattel paper for the purposes of Section 9-105 of the UCC (or any similar section under any equivalent UCC) and all “transferable records” as defined in each of the Uniform Electronic Transactions Act
and the Electronic Signatures in Global and National Commerce Act related to such electronic chattel paper. 

Section 5.6 Intellectual Property. (a) Within 60 days after any change to Schedule 6 for such Grantor,
such Grantor shall provide the Collateral Agent notification thereof and the short-form intellectual property agreements and assignments as described in this Section 5.6 and other documents that the Administrative Agent reasonably
requests with respect thereto. 
 (b) Such Grantor shall (and shall exercise commercially reasonable efforts to
cause all of its licensees to), to the extent the applicable Intellectual Property remains, in the reasonable 

  
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judgment of such Grantor, necessary for or useful in the conduct of such Grantor’s business: (i) (1) continue to use each Trademark included in the Material Intellectual Property
in order to maintain such Trademark in full force and effect with respect to each class of goods for which such Trademark is currently used, free from any claim of abandonment for non-use, (2) maintain at least the same standards of quality of
products and services offered under such Trademark as are currently maintained, (3) use such Trademark, where commercially practicable, with the appropriate notice of registration and all other notices and legends required by applicable
Requirements of Law, and (4) not adopt or use any other Trademark that is confusingly similar or a colorable imitation of such Trademark unless the Collateral Agent shall obtain a perfected security interest in such other Trademark pursuant to
this Agreement; and (ii) not do any act or omit to do any act whereby (w) any Trademark included in the Material Intellectual Property (or any goodwill associated therewith) may become destroyed, invalidated, impaired or harmed in any way,
(x) any Patent included in the Material Intellectual Property may become forfeited, misused, unenforceable, abandoned or dedicated to the public, (y) any Copyrights included in the Material Intellectual Property may become invalidated,
otherwise impaired or fall into the public domain, or (z) any Trade Secret that is Material Intellectual Property may be disclosed to an unauthorized third party or become publicly available or otherwise unprotectable. 

(c) Such Grantor shall notify the Collateral Agent immediately if it knows, or has reason to know, that any application or
registration relating to any Material Intellectual Property may become forfeited, misused, unenforceable, abandoned or dedicated to the public, or of any adverse determination or development regarding the validity or enforceability or such
Grantor’s ownership of, interest in, right to use, register, own or maintain any Material Intellectual Property (including the institution of, or any such determination or development in, any proceeding relating to the foregoing in any
Applicable IP Office). Such Grantor shall take all actions that are necessary or reasonably requested by the Administrative Agent to maintain and pursue each application (and to obtain the relevant registration or recordation) and to maintain each
registration and recordation included in the Material Intellectual Property. 
 (d) Such Grantor shall not do any
act or omit to do any act to infringe, misappropriate, dilute, violate or otherwise impair the Intellectual Property of any other Person, except for any such action or omission as would not be expected to have a Material Adverse Effect. In the event
that any Material Intellectual Property of such Grantor is or has been infringed, misappropriated, violated, diluted or otherwise impaired by a third party, such Grantor shall take such action, if any, as it reasonably deems appropriate under the
circumstances in response thereto, including promptly bringing suit and recovering all damages therefor. 
 (e)
Such Grantor shall execute and deliver to the Collateral Agent in form and substance reasonably acceptable to the Administrative Agent and suitable for (i) filing in the Applicable IP Office the short-form intellectual property security
agreements in the form attached hereto as Annex 3 for all Copyrights, Trademarks, Patents and IP Licenses of such Grantor, and (ii) if requested by the Collateral Agent at the direction of the Administrative Agent during the continuation
of an Event of Default, recording with the appropriate Internet domain name registrar, a duly executed form of assignment for all Internet Domain Names of such Grantor, in each case, together with appropriate supporting documentation as may be
requested by the Collateral Agent. 
 Section 5.7 Notices. Such Grantor shall promptly (and in any event
within 30 days of the acquisition thereof) notify the Collateral Agent in writing of its acquisition of any interest hereafter in property that is of a type where a security interest or lien must be or may be registered, recorded or filed under, or
notice thereof given under, any federal statute or regulation. 

  
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 Section 5.8 Notice of Commercial Tort Claims. Such Grantor agrees that,
if it shall acquire any interest in any commercial tort claims in excess of $500,000 individually or $1,000,000 in the aggregate (whether from another Person or because such commercial tort claim shall have come into existence), (i) such
Grantor shall, immediately upon such acquisition, deliver to the Collateral Agent, in each case in form and substance satisfactory to the Administrative Agent, a notice of the existence and nature of such commercial tort claim and a supplement to
Schedule 1 containing a specific description of such commercial tort claim, (ii) Section 3.1 shall apply to such commercial tort claim and (iii) such Grantor shall execute and deliver to the Collateral Agent, in each
case in form and substance satisfactory to the Administrative Agent, any document, and take all other action, deemed by the Administrative Agent to be reasonably necessary or appropriate for the Collateral Agent to obtain, on behalf of the Lenders,
a perfected security interest having at least the priority set forth in Section 4.2 in all such commercial tort claims. Any supplement to Schedule 1 delivered pursuant to this Section 5.8 shall, after the receipt
thereof by the Collateral Agent, become part of Schedule 1 for all purposes hereunder other than in respect of representations and warranties made prior to the date of such receipt. 

Section 5.9 Compliance with Credit Agreement. Such Grantor agrees to comply with all covenants and other provisions
applicable to it under the Credit Agreement, including Sections 2.17 (Taxes) and 11.3 (Costs and Expenses) of the Credit Agreement, and agrees to the same submission to jurisdiction as that agreed to by the Borrower in
the Credit Agreement. 
 Section 5.10 Controlled Securities Account. Each Grantor shall deposit all of its
Cash 
 Equivalents in securities accounts that are subject to Control Agreements except for (i) Cash Equivalents the value
of which does not exceed $500,000 individually or $1,000,000 in the aggregate and (ii) Cash Equivalents which are deposited in accounts that are the subject of Section 5.11. 

Section 5.11 Cash Management Systems. Each Grantor shall enter into, and cause each depository, securities
intermediary or commodities intermediary to enter into, Control Agreements with respect to each deposit, securities, commodity or similar account maintained by such Person (other than any payroll account, withholding tax and fiduciary accounts and
other accounts containing less than $500,000 individually or $1,000,000 in the aggregate) as of or after the Closing Date. 

ARTICLE VI 

REMEDIAL PROVISIONS 
 Section 6.1 Code and Other Remedies. (a) UCC Remedies. During the continuance of an Event of Default, the Collateral Agent may exercise, in addition to all other rights and
remedies granted to it in this Agreement and in any other instrument or agreement securing, evidencing or relating to any Secured Obligation, all rights and remedies of a secured party under the UCC or any other applicable law. 

(b) Disposition of Collateral. Without limiting the generality of the foregoing, the Collateral Agent may at the
written direction of the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person
(all and each of which demands, defenses, advertisements and notices are hereby waived), during the continuance of any Event of Default (personally or through its agents or attorneys), (i) enter upon the premises where any Collateral is
located, without any obligation to pay rent, through self-help, without judicial process, without first obtaining a final judgment or giving any Grantor or any other Person notice or opportunity for a hearing on the Collateral Agent’s claim or
action, (ii) collect, receive, appropriate and realize upon any Collateral and (iii) Sell, grant an option or options to purchase and deliver any Collateral (enter into Contractual Obligations to do any of the foregoing), in one or more
parcels at public or private sale or 

  
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sales, at any exchange, broker’s board or office of any Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or
on credit or for future delivery without assumption of any credit risk. The Collateral Agent shall have the right, upon any such public sale or sales and, to the extent permitted by the UCC and other applicable Requirements of Law, upon any such
private sale, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption of any Grantor, which right or equity is hereby waived and released. 

(c) Management of the Collateral. Each Grantor further agrees that, during the continuance of any Event of Default,
(i) at the Administrative Agent’s request, it shall assemble the Collateral and make it available to the Collateral Agent at places that the Collateral Agent shall reasonably select, whether at such Grantor’s premises or elsewhere,
(ii) without limiting the foregoing, the Collateral Agent also has the right to require that each Grantor store and keep any Collateral pending further action by the Collateral Agent and, while any such Collateral is so stored or kept, provide
such guards and maintenance services as shall be necessary to protect the same and to preserve and maintain such Collateral in good condition, (iii) until the Collateral Agent is able to Sell any Collateral, the Collateral Agent shall have the
right to hold or use such Collateral to the extent that it deems appropriate for the purpose of preserving the Collateral or its value or for any other purpose deemed appropriate by the Collateral Agent and (iv) the Collateral Agent may, if it
so elects, seek the appointment of a receiver or keeper to take possession of any Collateral and to enforce any of the Collateral Agent’s remedies (for the benefit of the Secured Parties), with respect to such appointment without prior notice
or hearing as to such appointment. The Collateral Agent shall not have any obligation to any Grantor to maintain or preserve the rights of any Grantor as against third parties with respect to any Collateral while such Collateral is in the possession
of the Collateral Agent. 
 (d) Application of Proceeds. The Collateral Agent shall apply the cash
proceeds of any action taken by it pursuant to this Section 6.1, after deducting all of its reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any Collateral or in any
way relating to the Collateral or the rights of the Collateral Agent and any other Secured Party hereunder, including, but not limited to, the reasonable fees and disbursements of any third party agent and reasonable attorneys’ fees and
disbursements, to the payment in whole or in part of the Secured Obligations, as set forth in the Credit Agreement, and only after such application and after the payment by the Collateral Agent of any other amount required by any Requirement of Law,
need the Collateral Agent account for the surplus, if any, to any Grantor. 
 (e) Direct Obligation.
Neither the Collateral Agent nor any other Secured Party shall be required to make any demand upon, or pursue or exhaust any right or remedy against, any Grantor, any other Loan Party or any other Person with respect to the payment of the
Obligations or to pursue or exhaust any right or remedy with respect to any Collateral therefor or any direct or indirect guaranty thereof. All of the rights and remedies of the Collateral Agent and any other Secured Party under any Loan Document
shall be cumulative, may be exercised individually or concurrently and not exclusive of any other rights or remedies provided by any Requirement of Law. To the extent it may lawfully do so, each Grantor absolutely and irrevocably waives and
relinquishes the benefit and advantage of, and covenants not to assert against the Collateral Agent or any other Secured Party, any valuation, stay, appraisement, extension, redemption or similar laws and any and all rights or defenses it may have
as a surety, now or hereafter existing, arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of any Collateral shall be required by law, such notice shall be deemed reasonable and proper
if given at least 10 days before such sale or other disposition. 
 (f) Commercially Reasonable. To the
extent that applicable Requirements of Law impose duties on the Collateral Agent to exercise remedies in a commercially reasonable manner, each 

  
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Grantor acknowledges and agrees that it is commercially reasonable for the Collateral Agent to do any of the following: 

(i) fail to incur significant costs, expenses or other Liabilities reasonably deemed as such by the Collateral Agent to
prepare any Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition; 
 (ii) fail to obtain Permits, or other consents, for access to any Collateral to Sell or for the collection or Sale of any Collateral, or, if not required by other Requirements of Law, fail to obtain
Permits or other consents for the collection or disposition of any Collateral; 
 (iii) fail to exercise
remedies against account debtors or other Persons obligated on any Collateral or to remove Liens on any Collateral or to remove any adverse claims against any Collateral; 

(iv) advertise dispositions of any Collateral through publications or media of general circulation, whether or not
such Collateral is of a specialized nature or to contact other Persons, whether or not in the same business as any Grantor, for expressions of interest in acquiring any such Collateral; 

(v) exercise collection remedies against account debtors and other Persons obligated on any Collateral, directly or
through the use of collection agencies or other collection specialists, hire one or more professional auctioneers to assist in the disposition of any Collateral, whether or not such Collateral is of a specialized nature or, to the extent deemed
appropriate by the Collateral Agent, obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Collateral Agent in the collection or disposition of any Collateral, or utilize Internet sites that
provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets to dispose of any Collateral; 

(vi) dispose of assets in wholesale rather than retail markets; 

(vii) disclaim disposition warranties, such as title, possession or quiet enjoyment; or 

(viii) purchase insurance or credit enhancements to insure the Collateral Agent against risks of loss, collection or
disposition of any Collateral or to provide to the Collateral Agent a guaranteed return from the collection or disposition of any Collateral. 

Each Grantor acknowledges that the purpose of this Section 6.1 is to provide a non-exhaustive list of actions or omissions that are
commercially reasonable when exercising remedies against any Collateral and that other actions or omissions by the Secured Parties shall not be deemed commercially unreasonable solely on account of not being indicated in this
Section 6.1. Without limitation upon the foregoing, nothing contained in this Section 6.1 shall be construed to grant any rights to any Grantor or to impose any duties on the Collateral Agent that would not have been granted
or imposed by this Agreement or by applicable Requirements of Law in the absence of this Section 6.1. 
 (g) IP Licenses. For the purpose of enabling the Collateral Agent (at the direction of the Administrative Agent) to exercise rights and remedies under this Section 6.1 (including
in order to take possession of, collect, receive, assemble, process, appropriate, remove, realize upon, Sell or grant options to purchase any Collateral) at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and
remedies, each Grantor hereby grants to the Collateral Agent, for the benefit of 

  
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the Secured Parties, (i) an irrevocable, nonexclusive, worldwide license (exercisable without payment of royalty or other compensation to such Grantor), including in such license the right
to sublicense, use and practice any Intellectual Property now owned or hereafter acquired by such Grantor and access to all media in which any of the licensed items may be recorded or stored and to all Software and programs used for the compilation
or printout thereof and (ii) an irrevocable license (without payment of rent or other compensation to such Grantor) to use, operate and occupy all Real Property owned, operated, leased, subleased or otherwise occupied by such Grantor.

 Section 6.2 Accounts and Payments in Respect of General Intangibles. (a) In addition to, and not in
substitution for, any similar requirement in the Credit Agreement, if required by the Collateral Agent at any time during the continuance of (A) an Event of Default under clause (a) or clause (e)(ii) of
Section 9.1 of the Credit Agreement or (B) any other Event of Default in connection with the exercise of remedies by the Administrative Agent pursuant to Section 9.2 of the Credit Agreement, (i) any payment of
accounts or payment in respect of general intangibles, when collected by any Grantor, shall be promptly (and, in any event, within 2 Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral
Agent, in a Security Cash Collateral Account, subject to withdrawal by the Collateral Agent as provided in Section 6.4, and (ii) until so turned over, such payment shall be held by such Grantor in trust for the Collateral Agent,
segregated from other funds of such Grantor. Each such deposit of proceeds of accounts and payments in respect of general intangibles shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in
the deposit. 
 (b) At any time during the continuance of (A) an Event of Default under clause
(a) or clause (e)(ii) of Section 9.1 of the Credit Agreement or (B) any other Event of Default in connection with the exercise of remedies by the Administrative Agent pursuant to Section 9.2 of the Credit
Agreement: 
 (i) each Grantor shall, upon the Collateral Agent’s request, deliver to the Collateral Agent
all original and other documents evidencing, and relating to, the Contractual Obligations and transactions that gave rise to any account or any payment in respect of general intangibles, including all original orders, invoices and shipping receipts
and notify account debtors that the accounts or general intangibles have been collaterally assigned to the Collateral Agent and that payments in respect thereof shall be made directly to the Collateral Agent; and 

(ii) the Collateral Agent may, without notice, limit or terminate the authority of a Grantor to collect its accounts
or amounts due under general intangibles or any thereof and, in its own name or in the name of others, communicate with account debtors to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any account or
amounts due under any general intangible. In addition, the Collateral Agent may (at the direction of the Administrative Agent) at any time enforce such Grantor’s rights against such account debtors and obligors of general intangibles.

 (c) At any time during the continuance of an Event of Default, each Grantor shall take all actions, deliver
all documents and provide all information necessary or reasonably requested by the Collateral Agent (at the direction of the Administrative Agent) to ensure any Internet Domain Name is registered. 

(d) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each account and each payment
in respect of general intangibles to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. No Secured Party shall have any
obligation or liability under any agreement giving rise to an account or a payment in respect of a general intangible by reason of or 

  
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arising out of any Loan Document or the receipt by any Secured Party of any payment relating thereto, nor shall any Secured Party be obligated in any manner to perform any obligation of any
Grantor under or pursuant to any agreement giving rise to an account or a payment in respect of a general intangible, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency
of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that may have been assigned to it or to which it may be entitled at any time or times.

 Section 6.3 Pledged Collateral. (a) Voting Rights. During the continuance of an Event of
Default, upon notice by the Collateral Agent to the relevant Grantor or Grantors, the Collateral Agent or its nominee may exercise (at the direction of the Administrative Agent) (A) any voting, consent, corporate and other right pertaining to
the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other right,
privilege or option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any Pledged Collateral upon the merger, amalgamation, consolidation, reorganization,
recapitalization or other fundamental change in the corporate or equivalent structure of any issuer of Pledged Stock, the right to deposit and deliver any Pledged Collateral with any committee, depositary, transfer agent, registrar or other
designated agency upon such terms and conditions as the Collateral Agent may determine), all without liability except to account for property actually received by it; provided, that the Collateral Agent shall have no duty to any Grantor to
exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. 
 (b) Proxies. In order to permit the Collateral Agent to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other
distributions that it may be entitled to receive hereunder, (i) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent all such proxies, dividend payment orders and other instruments as
the Collateral Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, such Grantor hereby grants to the Collateral Agent an irrevocable proxy to vote all or any part of the Pledged
Collateral and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be,
calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral
on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon the payment in
full of the Secured Obligations. 
 (c) Authorization of Issuers. Each Grantor hereby expressly and
irrevocably authorizes and instructs, without any further instructions from such Grantor, each issuer of any Pledged Collateral pledged hereunder by such Grantor to (i) comply with any instruction received by it from the Collateral Agent in
writing that states that an Event of Default is continuing and is otherwise in accordance with the terms of this Agreement and each Grantor agrees that such issuer shall be fully protected from Liabilities to such Grantor in so complying and
(ii) unless otherwise expressly permitted hereby, pay any dividend or make any other payment with respect to the Pledged Collateral directly to the Collateral Agent. 
 Section 6.4 Proceeds to be Turned over to and Held by Collateral Agent. Unless otherwise expressly provided in the Credit Agreement or this Agreement, during the continuance of an Event
of Default, all proceeds of any Collateral received by any Grantor hereunder in cash or Cash Equivalents shall be held by such Grantor in trust for the Collateral Agent and the other Secured Parties, segregated


  
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from other funds of such Grantor, and shall, promptly upon receipt by any Grantor, be turned over to the Collateral Agent in the exact form received (with any necessary endorsement). All such
proceeds of Collateral and any other proceeds of any Collateral received by the Collateral Agent in cash or Cash Equivalents shall be held by the Collateral Agent in a Security Cash Collateral Account. All proceeds being held by the Collateral Agent
in a Security Cash Collateral Account (or by such Grantor in trust for the Collateral Agent) shall continue to be held as collateral security for the Secured Obligations and shall not constitute payment thereof until applied as provided in the
Credit Agreement. 
 Section 6.5 Registration Rights. (a) If, in the opinion of the Administrative
Agent, it is necessary or advisable to Sell any portion of the Pledged Collateral by registering such Pledged Collateral under the Securities Act of 1933 (the “Securities Act”), each relevant Grantor shall cause the issuer thereof
to do or cause to be done all acts as may be, in the opinion of the Collateral Agent, necessary or advisable to register such Pledged Collateral or that portion thereof to be Sold under the provisions of the Securities Act, all as directed by the
Administrative Agent in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto and in compliance with the securities or “Blue Sky” laws of
any jurisdiction that the Administrative Agent shall designate. 
 (b) Each Grantor recognizes that the
Collateral Agent may be unable to effect a public sale of any Pledged Collateral by reason of certain prohibitions contained in the Securities Act and applicable state or foreign securities laws or otherwise or may determine that a public sale is
impracticable, not desirable or not commercially reasonable and, accordingly, may resort to one or more private sales thereof to a restricted group of purchasers that shall be obliged to agree, among other things, to acquire such securities for
their own account for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and,
notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent shall be under no obligation to delay a sale of any Pledged Collateral for the period
of time necessary to permit the issuer thereof to register such securities for public sale under the Securities Act or under applicable state securities laws even if such issuer would agree to do so. 

(c) Each Grantor agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make
such sale or sales of any portion of the Pledged Collateral pursuant to Section 6.1 and this Section 6.5 valid and binding and in compliance with all applicable Requirements of Law. Each Grantor further agrees that a breach
of any covenant contained in Section 6.1 and this Section 6.5 will cause irreparable injury to the Collateral Agent and other Secured Parties, that the Collateral Agent and the other Secured Parties have no adequate remedy at
law in respect of such breach and, as a consequence, that each and every covenant contained in Section 6.1 and this Section 6.5 shall be specifically enforceable against such Grantor, and such Grantor hereby waives and agrees
not to assert any defense against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Credit Agreement. Each Grantor waives any and all rights of contribution or subrogation upon
the sale or disposition of all or any portion of the Pledged Collateral by the Collateral Agent. 
 Section 6.6
Deficiency. Each Grantor shall remain liable for any deficiency if the proceeds of any sale or other disposition of any Collateral are insufficient to pay the Secured Obligations and the fees and disbursements of any attorney employed by the
Collateral Agent or any other Secured Party to collect such deficiency. 

  
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 ARTICLE VII 
 THE COLLATERAL AGENT 
 Section 7.1 Collateral Agent’s
Appointment as Attorney-in-Fact. (a) Each Grantor hereby irrevocably constitutes and appoints the Collateral Agent and any Related Person thereof, with full power of substitution, as its true and lawful attorney-in-fact with full
irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or in its own name, for the purpose of carrying out the terms of the Loan Documents, to, upon the occurrence of and during the continuation of an
Event of Default, take any appropriate action and to execute any document or instrument that may be necessary or desirable to accomplish the purposes of the Loan Documents, and, without limiting the generality of the foregoing, each Grantor hereby
gives the Collateral Agent (as so directed by the Administrative Agent) and its Related Persons the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any of the following, in all cases solely, when an
Event of Default shall be continuing: 
 (i) in the name of such Grantor, in its own name or otherwise, take
possession of and indorse and collect any check, draft, note, acceptance or other instrument for the payment of moneys due under any account or general intangible or with respect to any other Collateral and file any claim or take any other action or
proceeding in any court of law or equity or otherwise deemed appropriate by the Collateral Agent for the purpose of collecting any such moneys due under any account or general intangible or with respect to any other Collateral whenever payable;

 (ii) in the case of any Intellectual Property owned by or licensed to the Grantors, execute, deliver and
have recorded any document that the Collateral Agent may request to evidence, effect, publicize or record the Collateral Agent’s security interest in such Intellectual Property and the goodwill and general intangibles of such Grantor relating
thereto or represented thereby; 
 (iii) pay or discharge taxes and Liens levied or placed on or threatened
against any Collateral, effect any repair or pay any insurance called for by the terms of the Credit Agreement (including all or any part of the premiums therefor and the costs thereof); 

(iv) execute, in connection with any sale provided for in Section 6.1 or Section 6.5, any
document to effect or otherwise necessary or appropriate in relation to evidence the Sale of any Collateral; or 

(v) (A) direct any party liable for any payment under any Collateral to make payment of any moneys due or to
become due thereunder directly to the Collateral Agent or as the Collateral Agent shall direct, (B) ask or demand for, and collect and receive payment of and receipt for, any moneys, claims and other amounts due or to become due at any time in
respect of or arising out of any Collateral, (C) sign and indorse any invoice, freight or express bill, bill of lading, storage or warehouse receipt, draft against debtors, assignment, verification, notice and other document in connection with
any Collateral, (D) commence and prosecute any suit, action or proceeding at law or in equity in any court of competent jurisdiction to collect any Collateral and to enforce any other right in respect of any Collateral, (E) defend any
actions, suits, proceedings, audits, claims, demands, orders or disputes brought against such Grantor with respect to any Collateral, (F) settle, compromise or adjust any such actions, suits, proceedings, audits, claims, demands, orders or
disputes and, in connection therewith, give such discharges or releases as the Collateral Agent may deem appropriate, (G) assign any Intellectual Property owned by the Grantors or any IP Licenses of the Grantors throughout the world on such
terms 

  
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and conditions and in such manner as the Administrative Agent shall in its sole discretion determine, including the execution and filing by the Collateral Agent (at the direction of the
Administrative Agent) of any document necessary to effectuate or record such assignment and (H) generally, Sell, grant a Lien on, make any Contractual Obligation with respect to and otherwise deal with, any Collateral as fully and completely as
though the Collateral Agent were the absolute owner thereof for all purposes and do, at the Administrative Agent’s option, at any time or from time to time, all acts and things that the Administrative Agent deems necessary to protect, preserve
or realize upon any Collateral and the Secured Parties’ security interests therein and to effect the intent of the Loan Documents, all as fully and effectively as such Grantor might do. 

(b) If any Grantor fails to perform or comply with any Contractual Obligation contained herein, the Collateral Agent, at
its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such Contractual Obligation. 
 (c) The expenses of the Collateral Agent incurred in connection with actions undertaken as provided in this Section 7.1, together with interest thereon at a rate set forth in
Section 2.9 (Interest) of the Credit Agreement, from the date of payment by the Collateral Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Collateral Agent on demand. 

(d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue of this
Section 7.1. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released. 

Section 7.2 Authorization to File Financing Statements. Each Grantor authorizes the Collateral Agent and its Related
Persons, at any time and from time to time, to file or record financing statements, amendments thereto, and other filing or recording documents or instruments with respect to any Collateral in such form and in such offices as the Administrative
Agent reasonably determines appropriate to perfect the security interests of the Collateral Agent under this Agreement, and such financing statements and amendments may describe the Collateral covered thereby as “all assets of the debtor”
or words of similar effect. A photographic or other reproduction of this Agreement shall be sufficient as a financing statement or other filing or recording document or instrument for filing or recording in any jurisdiction. Such Grantor also hereby
ratifies its authorization for the Collateral Agent to have filed any initial financing statement or amendment thereto under the UCC (or other similar laws) in effect in any jurisdiction if filed prior to the date hereof. 

Section 7.3 (a) Authority of Collateral Agent. Each Grantor acknowledges that the rights and responsibilities of
the Collateral Agent under this Agreement with respect to any action taken by the Collateral Agent or the exercise or non-exercise by the Collateral Agent of any option, voting right, request, judgment or other right or remedy provided for herein or
resulting or arising out of this Agreement shall, as between the Collateral Agent and the other Secured Parties, be governed by the Credit Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as
between the Collateral Agent and the Grantors, the Collateral Agent shall be conclusively presumed to be acting as agent for the Secured Parties with full and valid authority so to act or refrain from acting, and no Grantor shall be under any
obligation or entitlement to make any inquiry respecting such authority. 
 (b) Reliance by Collateral
Agent. Whenever reference is made in this Agreement to any action by, consent, designation, specification, requirement or approval of, notice, request or other communication from, or other direction given or action to be undertaken or to be (or
not to be) suffered or 

  
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omitted by the Collateral Agent or to any election, decision, opinion, acceptance, use of judgment, expression of satisfaction or other exercise of discretion, rights or remedies to be made (or
not to be made) by the Collateral Agent, it is understood that in all cases the Collateral Agent shall be fully justified in failing or refusing to take any such action under this Agreement if it shall not have received such advice or concurrence of
the Administrative Agent as it deems appropriate. This provision is intended solely for the benefit of the Collateral Agent and its successors and permitted assigns and is not intended to and will not entitle the other parties hereto to any defense,
claim or counterclaim, or confer any rights or benefits on any party hereto. 
 Section 7.4 Duty; Obligations and
Liabilities. (a) Duty of Collateral Agent. The Collateral Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession shall be to deal with it in the same manner as the
Collateral Agent deals with similar property for its own account. The powers conferred on the Collateral Agent hereunder are solely to protect the Collateral Agent’s interest in the Collateral and shall not impose any duty upon the Collateral
Agent to exercise any such powers. The Collateral Agent shall be accountable only for amounts that it receives as a result of the exercise of such powers, and neither it nor any of its Related Persons shall be responsible to any Grantor or Secured
Party for any act or failure to act hereunder, except for their own gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. IN ADDITION, THE COLLATERAL AGENT SHALL NOT BE LIABLE OR RESPONSIBLE FOR ANY
LOSS OR DAMAGE TO ANY COLLATERAL, OR FOR ANY DIMINUTION IN THE VALUE THEREOF, BY REASON OF THE ACT OR OMISSION OF ANY WAREHOUSEMEN, CARRIER, FORWARDING AGENCY, CONSIGNEE OR OTHER BAILEE IF SUCH PERSON HAS BEEN SELECTED BY THE COLLATERAL AGENT IN
GOOD FAITH. 
 (b) Obligations and Liabilities with respect to Collateral. No Secured Party and no
Related Person thereof shall be liable for failure to demand, collect or realize upon any Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any
other Person or to take any other action whatsoever with regard to any Collateral. The powers conferred on the Collateral Agent hereunder shall not impose any duty upon any other Secured Party to exercise any such powers. The other Secured Parties
shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their respective officers, directors, employees or agents shall be responsible to any Grantor for any act or
failure to act hereunder, except for their own gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. 
 (c) The Collateral Agent shall not incur any liability for not performing any act or fulfilling any duty, obligation or responsibility hereunder by reason of any occurrence beyond the control of the
Collateral Agent (including but not limited to any act or provision of any present or future law or regulation or governmental authority, any act of God or war, civil unrest, local or national disturbance or disaster, any act of terrorism, or the
unavailability of the Federal Reserve Bank wire facility or other wire or communication facility). 
 (d) The
Borrower shall pay to the Collateral Agent from time to time such compensation as is agreed to in writing by the Collateral Agent and the Borrower for the services hereunder. 

(e) Each Grantor irrevocably authorizes the Administrative Agent and the Collateral Agent to take such action on such
Grantor’s behalf and to exercise such powers hereunder and under the other Loan Documents and under the other instruments and agreements referred to herein and therein as are specifically delegated to it by the terms hereof and thereof,
together with such powers as are reasonably incidental thereto. Each of the Administrative Agent and the Collateral Agent shall have only 

  
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those duties and responsibilities which are expressly specified in this Agreement and the other Loan Documents and it may perform such duties by or through its agents or employees. 

(f) The Collateral Agent shall not be responsible to any Grantor for the execution, effectiveness, genuineness, validity,
enforceability, collectability or sufficiency of this Agreement or any of the other Loan Documents, or for any Lien or guarantee granted by, or purported to be granted by, any of the Loan Documents, or for any representations, warranties, recitals
or statements made herein or therein or made in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Collateral
Agent to any Grantor or by or on behalf of the Borrower to the Administrative Agent, the Collateral Agent or any Grantor, or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions,
covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or the existence or possible existence of any Default or Event of Default. 

(g) Neither the Collateral Agent nor any of its officers, directors, employees, agents, investigators, consultants,
attorneys-in-fact or affiliates shall be liable to any Lender for any action taken or omitted hereunder, under any of the other Loan Documents or in connection herewith or therewith unless caused by its or their gross negligence or willful
misconduct. If the Collateral Agent shall request instructions from the Administrative Agent with respect to any act or action (including the failure to take an action) in connection with this Agreement or any of the other Loan Documents, the
Collateral Agent shall be entitled to refrain from such act or taking such action unless and until it shall have received instructions from the Administrative Agent. Without prejudice to the generality of the foregoing, (i) the Collateral Agent
shall be entitled to conclusively rely, and shall be fully protected in relying, upon any communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper Person or Persons, and shall be
entitled to conclusively rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for the Borrower or its Affiliates), accountants, experts and other professional advisors selected by it; and (ii) no
Lender shall have any right of action whatsoever against the Collateral Agent as a result of the Collateral Agent acting or (where so instructed) refraining from acting under this Agreement or the other instruments and agreements referred to herein
in accordance with the instructions of the Administrative Agent. The Collateral Agent shall be entitled to refrain from exercising any power, discretion or authority vested in it under this Agreement or the other Loan Documents or the other
instruments and agreements referred to herein or therein unless and until it has obtained the instructions of the Administrative Agent or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expenses
which may be incurred by it by reason of taking or continuing to take such action. The Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance
with a request of the Administrative Agent, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders. 
 (h) The agency hereby created shall in no way impair or affect any of the rights and powers of, or impose any duties or obligations upon, the Administrative Agent or the Collateral Agent in its individual
capacity as a Lender hereunder. With respect to its participation in the Loans, each of the Administrative Agent and the Collateral Agent shall have the same rights and powers hereunder as any other Lender and may exercise the same as though it were
not performing the duties and functions of delegated to it hereunder, and the term “Lender” or “Lenders” or any similar term shall, unless the context clearly otherwise indicates, include the Administrative Agent or the
Collateral Agent in its individual capacity. Each of the Administrative Agent and the Collateral Agent and their respective Affiliates may accept deposits from, lend money and to generally engage in any kind of banking, trust, financial advisory or
other business with the Borrower or its Affiliates as if it were not performing the duties specified herein, and may accept fees and other consideration from the Borrower or any Affiliates thereof for


  
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services in connection with this Agreement and the other Loan Documents, including transactions contemplated hereby or thereby, and otherwise without having to account for the same to the
Lenders. 
 (i) Without limiting the foregoing, neither the Administrative Agent nor the Collateral Agent shall
be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any of the other Loan Documents, or to inspect the properties, books or
records of the Borrower. 
 (j) Without limiting the foregoing, each of the Administrative Agent and the
Collateral Agent may deem and treat the payee of any Loan as the owner thereof for all purposes unless and until an Assignment with respect thereto shall have been filed with, and recorded by, the Administrative Agent. Any request, authority or
consent of any Person or entity who, at the time of making such request or giving such authority or consent, is a Lender shall be conclusive and binding on any subsequent transferee or assign of that Lender. 

(k) In no event shall the Collateral Agent be responsible or liable for any failure or delay in the performance of its
obligations hereunder directly or indirectly caused by events beyond its control, including general labor disputes, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, or interruptions, losses or
malfunctions of utilities, communications or computer (software and hardware) services, provided, that lack of funds or other financial circumstances and labor disputes only by the personnel of the affected party shall not constitute an event
beyond its control hereunder and provided, further, that the Collateral Agent, as the case may be, shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performances as soon as
practicable under the circumstances. 
 Section 7.5 Replacement of Collateral Agent. The
Collateral Agent may resign from the performance of all its functions and duties hereunder and under the other Loan Documents in accordance with Section 10.6 of the Credit Agreement. 

ARTICLE VIII 

MISCELLANEOUS 
 Section 8.1 Reinstatement. Each Grantor agrees that, if any payment made by any Loan Party or other Person and applied to the Secured Obligations is at any time annulled, avoided, set
aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be refunded or repaid, or the proceeds of any Collateral are required to be returned by any Secured Party to such Loan Party, its estate, trustee,
receiver or any other party, including any Grantor, under any bankruptcy law, state or federal law, common law or equitable cause, then, to the extent of such payment or repayment, any Lien or other Collateral securing such liability shall be and
remain in full force and effect, as fully as if such payment had never been made. If, prior to any of the foregoing, (a) any Lien or other Collateral securing such Grantor’s liability hereunder shall have been released or terminated by
virtue of the foregoing or (b) any provision of the Guaranty hereunder shall have been terminated, cancelled or surrendered, such Lien, other Collateral or provision shall be reinstated in full force and effect and such prior release,
termination, cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of any such Grantor in respect of any Lien or other Collateral securing such obligation or the amount of such payment.

 Section 8.2 Release of Collateral. (a) At the time provided in clause
(iii) of Section 10.9 (Release of Collateral or Guarantors) of the Credit Agreement, the Collateral shall be released from the Lien created hereby and this Agreement and all obligations (other than those expressly stated
to survive 

  
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such termination) of the Collateral Agent and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the
Collateral shall revert to the Grantors. Each Grantor is hereby authorized to file UCC amendments at such time evidencing the termination of the Liens so released. At the request of any Grantor following any such termination, the Collateral Agent
shall deliver to such Grantor any Collateral of such Grantor held by the Collateral Agent hereunder and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. 

(b) If the Collateral Agent shall be directed or permitted pursuant to clause (i) or (ii) of
Section 10.9 of the Credit Agreement to release any Lien or any Collateral, such Collateral shall be released from the Lien created hereby to the extent provided under, and subject to the terms and conditions set forth in, such
clauses (i) and (ii). In connection therewith, the Collateral Agent, at the request of any Grantor, shall execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such release.

 Section 8.3 Independent Obligations. The obligations of each Grantor hereunder are independent of and
separate from the Secured Obligations and the Guaranteed Obligations. If any Secured Obligation or Guaranteed Obligation is not paid when due, or upon any Event of Default, the Collateral Agent may, at its sole election, proceed directly and at
once, without notice, against any Grantor and any Collateral to collect and recover the full amount of any Secured Obligation or Guaranteed Obligation then due, without first proceeding against any other Grantor, any other Loan Party or any other
Collateral and without first joining any other Grantor or any other Loan Party in any proceeding. 
 Section 8.4
No Waiver by Course of Conduct. No Secured Party shall by any act (except by a written instrument pursuant to Section 8.5), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have
acquiesced in any Default or Event of Default. No failure to exercise, nor any delay in exercising, on the part of any Secured Party, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any
right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by any Secured Party of any right or remedy hereunder on any one occasion shall not be
construed as a bar to any right or remedy that such Secured Party would otherwise have on any future occasion. 

Section 8.5 Amendments in Writing. None of the terms or provisions of this Agreement may be waived, amended,
supplemented or otherwise modified except in accordance with Section 11.1 of the Credit Agreement; provided, that schedules to this Agreement may be supplemented (but no existing provisions may be modified and no Collateral may be
released) in accordance with Section 5.6 and 5.8 and through Pledge Amendments and Joinder Agreements, in substantially the form of Annex 1 and Annex 2, respectively, in accordance with Section 8.6 hereof.

 Section 8.6 Additional Grantors; Additional Pledged Collateral. (a) Joinder Agreements. If, at
the option of the Borrower or as required pursuant to Section 7.10 of the Credit Agreement, the Borrower shall cause any Subsidiary that is not a Grantor to become a Grantor hereunder, such Subsidiary shall execute and deliver to the
Collateral Agent a joinder agreement substantially in the form of Annex 2 (each, a “Joinder Agreement”) and shall thereafter for all purposes be a party hereto and have the same rights, benefits and obligations as a Grantor
party hereto on the Closing Date. 
 (b) Pledge Amendments. To the extent any Pledged Collateral has not
been delivered as of the Closing Date, such Grantor shall deliver a pledge amendment duly executed by the 

  
 25 









 
Grantor in substantially the form of Annex 1 (each, a “Pledge Amendment”). Such Grantor authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement.

 Section 8.7 Notices. All notices, requests and demands to or upon the Collateral Agent or any Grantor
hereunder shall be effected in the manner provided for in Section 11.11 of the Credit Agreement; provided, that any such notice, request or demand to or upon any Grantor shall be addressed to the Borrower’s notice address set
forth in such Section 11.11.  
 Section 8.8 Successors and Assigns. This Agreement shall
be binding upon the successors and assigns of each Grantor and shall inure to the benefit of each Secured Party and their successors and assigns; provided, that no Grantor may assign, transfer or delegate any of its rights or obligations
under this Agreement without the prior written consent of the Administrative Agent and the Collateral Agent and in accordance with the terms of the Credit Agreement. 
 Section 8.9 Counterparts. This Agreement may be executed in any number of counterparts and by different parties in separate counterparts, each of which when so executed shall be deemed
to be an original and all of which taken together shall constitute one and the same agreement. Signature pages may be detached from multiple separate counterparts and attached to a single counterpart. Delivery of an executed signature page of this
Agreement by facsimile transmission or by Electronic Transmission shall be as effective as delivery of a manually executed counterpart hereof. 
 Section 8.10 Severability. Any provision of this Agreement being held illegal, invalid or unenforceable in any jurisdiction shall not affect any part of such provision not held illegal,
invalid or unenforceable, any other provision of this Agreement or any part of such provision in any other jurisdiction. 

Section 8.11 Governing Law. This Agreement and the rights and obligations of the parties hereto shall be governed by,
and construed and interpreted in accordance with, the law of the State of New York. 
 Section 8.12
WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING WITH RESPECT TO, OR DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH, ANY LOAN DOCUMENT OR THE TRANSACTIONS
CONTEMPLATED THEREIN OR RELATED THERETO (WHETHER FOUNDED IN CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO OTHER PARTY AND NO RELATED PERSON 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 THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION 8.12. 
 Section 8.13 INDEMNITIES. (a) THE BORROWER AGREES TO
INDEMNIFY, HOLD HARMLESS AND DEFEND EACH AGENT, THE ARRANGERS, EACH LENDER, EACH L/C ISSUER, EACH FORMER LENDER OR L/C ISSUER PARTY TO A SECURED HEDGING DOCUMENT, EACH PERSON THAT EACH L/C ISSUER CAUSES TO ISSUE LETTERS OF CREDIT UNDER THE CREDIT
AGREEMENT AND EACH OF THEIR RESPECTIVE RELATED PERSONS (EACH SUCH PERSON BEING AN “INDEMNITEE”) FROM AND AGAINST ALL LIABILITIES (INCLUDING BROKERAGE COMMISSIONS, FEES AND OTHER COMPENSATION) THAT MAY BE IMPOSED ON, INCURRED BY OR


  
 26 









 
ASSERTED AGAINST ANY SUCH INDEMNITEE AND IN ANY MATTER RELATING TO OR ARISING OUT OF, IN CONNECTION WITH OR AS A RESULT OF (I) ANY LOAN DOCUMENT, ANY DISCLOSURE DOCUMENT, OR ANY OBLIGATION
(OR THE REPAYMENT THEREOF), ANY LETTER OF CREDIT, THE USE OR INTENDED USE OF THE PROCEEDS OF ANY LOAN OR THE USE OF ANY LETTER OF CREDIT, OR ANY SECURITIES FILING OF, OR WITH RESPECT TO, ANY GROUP MEMBER, (II) ANY COMMITMENT LETTER, PROPOSAL LETTER
OR TERM SHEET WITH ANY PERSON OR ANY CONTRACTUAL OBLIGATION, SYNDICATION OF THE CREDIT FACILITIES PROVIDED BY THE CREDIT AGREEMENT, ANY ENFORCEMENT OF ANY LOAN DOCUMENTS (INCLUDING ANY SALES OF, COLLECTION FROM, OR OTHER REALIZATION UPON ANY OF THE
COLLATERAL OR THE ENFORCEMENT OF ANY GUARANTY) ARRANGEMENT OR UNDERSTANDING WITH ANY BROKER, FINDER OR CONSULTANT, IN EACH CASE ENTERED INTO BY OR ON BEHALF OF ANY GROUP MEMBER OR ANY AFFILIATE OF ANY OF THEM IN CONNECTION WITH ANY OF THE FOREGOING
AND ANY CONTRACTUAL OBLIGATION ENTERED INTO IN CONNECTION WITH ANY E-SYSTEMS OR OTHER ELECTRONIC TRANSMISSIONS, (III) ANY ACTUAL OR PROSPECTIVE INVESTIGATION, LITIGATION OR OTHER PROCEEDING, WHETHER OR NOT BROUGHT BY ANY SUCH INDEMNITEE OR ANY OF
ITS RELATED PERSONS, ANY HOLDERS OF SECURITIES OR CREDITORS (AND INCLUDING ATTORNEYS’ FEES IN ANY CASE), WHETHER OR NOT ANY SUCH INDEMNITEE, RELATED PERSON, HOLDER OR CREDITOR IS A PARTY THERETO, AND WHETHER OR NOT BASED ON ANY SECURITIES OR
COMMERCIAL LAW OR REGULATION OR ANY OTHER REQUIREMENT OF LAW OR THEORY THEREOF, INCLUDING COMMON LAW, EQUITY, CONTRACT, TORT OR OTHERWISE, OR (IV) ANY OTHER ACT, EVENT OR TRANSACTION RELATED, CONTEMPLATED IN OR ATTENDANT TO ANY OF THE FOREGOING
(COLLECTIVELY, THE “INDEMNIFIED MATTERS”); PROVIDED, THAT THE BORROWER SHALL NOT HAVE ANY LIABILITY UNDER THIS SECTION 8.13 TO AN INDEMNITEE WITH RESPECT TO, AND NO INDEMNITEE SHALL HAVE ANY LIABILITY HEREUNDER OTHER THAN (TO THE EXTENT
OTHERWISE LIABLE) FOR, ANY INDEMNIFIED MATTER TO THE EXTENT SUCH LIABILITY HAS RESULTED FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNITEE, AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL NON-APPEALABLE JUDGMENT OR
ORDER. THE FOREGOING INDEMNIFICATION SHALL APPLY WHETHER OR NOT SUCH INDEMNIFIED LIABILITIES ARE IN ANY WAY OR TO ANY EXTENT OWED, IN WHOLE OR IN PART, UNDER ANY CLAIM OR THEORY OF STRICT LIABILITY, OR ARE CAUSED, IN WHOLE OR IN PART, OUT OF THE
COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF ANY INDEMNITEE. FURTHERMORE, EACH OF PARENT AND THE BORROWER WAIVES AND AGREES NOT TO ASSERT AGAINST ANY INDEMNITEE, AND SHALL CAUSE EACH OTHER LOAN PARTY TO WAIVE AND NOT ASSERT AGAINST ANY
INDEMNITEE, ANY RIGHT OF CONTRIBUTION WITH RESPECT TO ANY LIABILITIES THAT MAY BE IMPOSED ON, INCURRED BY, OR ASSERTED AGAINST ANY RELATED PERSON. 
 (b) WITHOUT LIMITING THE FOREGOING, “INDEMNIFIED MATTERS” INCLUDES ALL ENVIRONMENTAL LIABILITIES, INCLUDING THOSE ARISING FROM, OR OTHERWISE INVOLVING, ANY PROPERTY OF ANY GROUP MEMBER OR ANY
ACTUAL, ALLEGED OR PROSPECTIVE DAMAGE TO PROPERTY OR NATURAL RESOURCES OR HARM OR INJURY ALLEGED TO HAVE RESULTED FROM ANY RELEASE OF HAZARDOUS MATERIALS ON, UPON OR INTO SUCH PROPERTY OR NATURAL RESOURCE OR ANY PROPERTY ON OR CONTIGUOUS TO ANY REAL
PROPERTY OF ANY GROUP MEMBER, WHETHER OR NOT, WITH RESPECT TO ANY 

  
 27 









 
SUCH ENVIRONMENTAL LIABILITIES, ANY INDEMNITEE IS A MORTGAGEE IN POSSESSION, THE SUCCESSOR-IN-INTEREST TO ANY GROUP MEMBER OR THE OWNER, LESSEE OR OPERATOR OF ANY PROPERTY OR FACILITY OF ANY
GROUP MEMBER THROUGH ANY FORECLOSURE ACTION, IN EACH CASE EXCEPT TO THE EXTENT SUCH ENVIRONMENTAL LIABILITIES (I) ARE INCURRED SOLELY FOLLOWING FORECLOSURE BY ANY SECURED PARTY OR FOLLOWING ANY SECURED PARTY HAVING BECOME THE
SUCCESSOR-IN-INTEREST TO ANY LOAN PARTY AND (II) ARE ATTRIBUTABLE SOLELY TO ACTS OF SUCH INDEMNITEE. 
 [SIGNATURE PAGES
FOLLOW] 

  
 28 









 IN WITNESS WHEREOF, each of the undersigned has caused this Guaranty and Security Agreement
to be duly executed and delivered as of the date first above written. 
  

			
	FRANCESCA’S COLLECTIONS, INC.,
	 as Grantor

		
	By:	 	 
		 	Name:
		 	Title:
	
	FRANCESCA’S LLC,
	 as Grantor

		
	By:	 	 
		 	Name:
		 	Title:


 [Signature Page to Guaranty and Security Agreement] 

  









			
	ROYAL BANK OF CANADA,
	 as Collateral Agent and Administrative Agent

		
	By:	 	 
		 	Name:
		 	Title:

 [Signature Page to Guaranty and Security Agreement] 

  








 ANNEX 1 
 TO 
 GUARANTY AND SECURITY AGREEMENT1 

FORM OF PLEDGE AMENDMENT 
 This PLEDGE AMENDMENT, dated as of             ,     20    , is delivered pursuant
to Section 8.6 of the Guaranty and Security Agreement, dated as of November 17, 2010, by and among Francesca’s Collections, Inc. (the “Borrower”), the undersigned Grantor and the other Affiliates of the
Borrower from time to time party thereto as Grantors, Royal Bank of Canada, as administrative agent, and Royal Bank of Canada, as collateral agent for the Secured Parties referred to therein (as amended, amended and restated, supplemented or
otherwise modified from time to time, the “Guaranty and Security Agreement”). Capitalized terms used herein without definition are used as defined in the Guaranty and Security Agreement. 

The undersigned hereby agrees that this Pledge Amendment may be attached to the Guaranty and Security Agreement and that the Pledged
Collateral listed on Annex 1-A to this Pledge Amendment shall be and become part of the Collateral referred to in the Guaranty and Security Agreement and shall secure all of the Obligations of the undersigned. 

The undersigned hereby represents and warrants that each of the representations and warranties contained in Sections 4.1,
4.2, 4.5 and 4.10 of the Guaranty and Security Agreement is true and correct on and as of the date hereof as if made on and as of such date. 

 

			
	[GRANTOR]
		
	By:	 	 
		 	Name:
		 	Title:


  

			
	ACKNOWLEDGED AND AGREED
	as of the date first above written:
	
	 ROYAL BANK OF CANADA,

 as Collateral Agent and Administrative Agent

		
	By:	 	 
		 	Name:
		 	Title:

  
  

To be used for pledge of Additional Pledged Collateral by existing Grantor. 

  
 A1-1









 Annex 1-A 
 PLEDGED STOCK 
  

									
	 Issuer
	 	 Class
	 	 Certificate

No(s).
	 	 Par Value
	 	
Number of
Shares, Units or
Interests



PLEDGED DEBT INSTRUMENTS 
  

									
	 Issuer
	 	 Description of

Debt
	 	 Certificate

No(s).
	 	 Final

Maturity
	 	 Principal

Amount



  
 A1-2









 ANNEX 2 
 TO 
 GUARANTY AND SECURITY AGREEMENT 

FORM OF JOINDER AGREEMENT 
 This JOINDER AGREEMENT, dated as of                  , 20    , is delivered
pursuant to Section 8.6 of the Guaranty and Security Agreement, dated as of November 17, 2010, by and among Francesca’s Collections, Inc. (the “Borrower”), the undersigned Grantor and the other Affiliates of
the Borrower from time to time party thereto as Grantors, Royal Bank of Canada, as administrative agent, and Royal Bank of Canada, as collateral agent for the Secured Parties referred to therein (as amended, amended and restated, supplemented or
otherwise modified from time to time, the “Guaranty and Security Agreement”). Capitalized terms used herein without definition are used as defined in the Guaranty and Security Agreement. 

By executing and delivering this Joinder Agreement, the undersigned, as provided in Section 8.6 of the Guaranty and Security
Agreement, hereby becomes a party to the Guaranty and Security Agreement as a Grantor thereunder with the same force and effect as if originally named as a Grantor therein and, without limiting the generality of the foregoing, the undersigned
(i) as collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations of the undersigned, hereby mortgages, pledges and hypothecates to the
Collateral Agent for the benefit of the Secured Parties, and grants to the Collateral Agent for the benefit of the Secured Parties a lien on and security interest in, all of its right, title and interest in, to and under the Collateral of the
undersigned and expressly assumes all obligations and liabilities of a Grantor thereunder and (ii) hereby unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, the full and punctual payment when due, whether
at stated maturity or earlier, by reason of acceleration, mandatory prepayment or otherwise in accordance with any Loan Document, of all the Guaranteed Obligations on the terms set forth in the Guaranty and Security Agreement. The undersigned hereby
agrees to be bound as a Grantor for the purposes of the Guaranty and Security Agreement. 
 The information set forth in
Annex A to this Joinder Agreement is hereby added to the information set forth in Schedules 1 through 6 to the Guaranty and Security Agreement. By acknowledging and agreeing to this Joinder Agreement, the undersigned hereby
agree that this Joinder Agreement may be attached to the Guaranty and Security Agreement and that the Pledged Collateral listed on Annex A to this Joinder Amendment shall be and become part of the Collateral referred to in the Guaranty and
Security Agreement and shall secure all Secured Obligations of the undersigned. 
 The undersigned hereby represents and
warrants that each of the representations and warranties contained in Article IV of the Guaranty and Security Agreement applicable to it is true and correct on and as of the date hereof as if made on and as of such date. 

IN WITNESS WHEREOF, the undersigned has caused this Joinder Agreement to be duly executed and delivered as of the date first above
written. 
  

			
	[ADDITIONAL GRANTOR]
		
	By:	 	 
		 	Name:

		 	Title:



  
 A2-1










			
	ACKNOWLEDGED AND AGREED
	as of the date first above written:
	
	[EACH GRANTOR PLEDGING ADDITIONAL COLLATERAL]
		
	By:	 	 
		 	Name:
		 	Title:

  

			
	ROYAL BANK OF CANADA,
	 as Collateral Agent and Administrative Agent

		
	By:	 	 
		 	Name:
		 	Title:


  
 A2-2









 ANNEX 3 
 TO 
 GUARANTY AND SECURITY AGREEMENT 

FORM OF INTELLECTUAL PROPERTY SECURITY AGREEMENT 
 THIS [COPYRIGHT] [PATENT] [TRADEMARK] SECURITY AGREEMENT, dated as of                  ,
20    , is entered into by and among each of the entities listed on the signature pages hereof (each a “Grantor” and, collectively, the “Grantors”), Royal Bank of Canada, as
administrative agent (“Administrative Agent”), and Royal Bank of Canada, as collateral agent (in such capacity, together with its successors and permitted assigns, the “Collateral Agent”) for the Lenders, the L/C
Issuer and each other Secured Party (as defined in the Credit Agreement referred to below). 
 W I T N E S S E T H: 

WHEREAS, pursuant to the Credit Agreement, dated as of November 17, 2010 (as the same may be amended, amended and restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, Parent, the other Guarantors from time to time party thereto, the Lenders from time to time party thereto, the Collateral Agent and
the other parties thereto, the Lenders and the L/C Issuer have severally agreed to make extensions of credit to the Borrower upon the terms and subject to the conditions set forth therein; 

WHEREAS, each undersigned Grantor has agreed, pursuant to the Guaranty and Security Agreement, dated as of November 17, 2010, by and
among the Borrower, the undersigned Grantor(s) and the other Affiliates of the Borrower from time to time party thereto as grantors, Administrative Agent and Collateral Agent (the “Guaranty and Security Agreement”), to guarantee the
Obligations (as defined in the Credit Agreement) of the Borrower; and 
 WHEREAS, all of the Grantors are party to the Guaranty
and Security Agreement pursuant to which the Grantors are required to execute and deliver this [Copyright] [Patent] [Trademark] Security Agreement; 
 NOW, THEREFORE, in consideration of the premises and to induce the Lenders, the L/C Issuer, the Administrative Agent and the Collateral Agent to enter into the Credit Agreement and to induce the Lenders
and the L/C Issuer to make their respective extensions of credit to the Borrower thereunder, each Grantor hereby agrees with the Collateral Agent as follows: 
 Section 1. Defined Terms. Capitalized terms used herein without definition are used as defined in the Guaranty and Security Agreement. 

Section 2. Grant of Security Interest in [Copyright] [Trademark] [Patent] Collateral. Each Grantor, as collateral
security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations of such Grantor, hereby mortgages, pledges and hypothecates to the Collateral Agent for the
benefit of the Secured Parties, and grants to the Collateral Agent for the benefit of the Secured Parties a Lien on and security interest in, all of its right, title and interest in, to and under the following Collateral of such Grantor (the
“[Copyright] [Patent] [Trademark] Collateral”): 
 (a) [all of its Copyrights and all IP
Licenses providing for the grant by or to such Grantor of any right under any Copyright, including, without limitation, those Copyright registrations, applications for registration and IP Licenses referred to on Schedule 1 hereto; 

(b) all renewals, reversions and extensions of the foregoing; and 

  
 A3-1









 (c) all income, royalties, proceeds and Liabilities at any time due or
payable or asserted under and with respect to any of the foregoing, including, without limitation, all rights to sue and recover at law or in equity for any past, present and future infringement, misappropriation, dilution, violation or other
impairment thereof.] 
 or 
 (a) [all of its Patents and all IP Licenses providing for the grant by or to such Grantor of any right under any Patent, including, without limitation, those referred to on Schedule 1 hereto;

 (b) all reissues, reexaminations, continuations, continuations-in-part, divisionals, renewals and
extensions of the foregoing; and 
 (c) all income, royalties, proceeds and Liabilities at any time due or
payable or asserted under and with respect to any of the foregoing, including, without limitation, all rights to sue and recover at law or in equity for any past, present and future infringement, misappropriation, dilution, violation or other
impairment thereof.] 
 or 
 (d) [all of its Trademarks and all IP Licenses providing for the grant by or to such Grantor of any right under any Trademark, including, without limitation, those Trademark registrations, applications
for registration and IP Licenses referred to on Schedule 1 hereto; 
 (e) all renewals and extensions
of the foregoing; 
 (f) all goodwill of the business connected with the use of, and symbolized by, each
such Trademark; and 
 (g) all income, royalties, proceeds and Liabilities at any time due or payable or
asserted under and with respect to any of the foregoing, including, without limitation, all rights to sue and recover at law or in equity for any past, present and future infringement, misappropriation, dilution, violation or other impairment
thereof.] 
 Section 3. Guaranty and Security Agreement. The security interest granted pursuant to this
[Copyright] [Patent] [Trademark] Security Agreement is granted in conjunction with the security interest granted to the Collateral Agent pursuant to the Guaranty and Security Agreement and each Grantor hereby acknowledges and agrees that the rights
and remedies of the Collateral Agent with respect to the security interest in the [Copyright] [Patent] [Trademark] Collateral made and granted hereby are more fully set forth in the Guaranty and Security Agreement, the terms and provisions of which
are incorporated by reference herein as if fully set forth herein. 
 Section 4. Grantor Remains Liable. Each
Grantor hereby agrees that, anything herein to the contrary notwithstanding, such Grantor shall assume full and complete responsibility for the prosecution, defense, enforcement or any other necessary or desirable actions in connection with their
[Copyrights] [Patents] [Trademarks] and IP Licenses subject to a security interest hereunder. 
 Section 5.
Counterparts. This [Copyright] [Patent] [Trademark] Security Agreement may be executed in any number of counterparts and by different parties in separate counterparts, each of which when so executed shall be deemed to be an original and all
of which taken together shall constitute one 

  
 A3-2









 
and the same agreement. Signature pages may be detached from multiple separate counterparts and attached to a single counterpart. 

Section 6. Governing Law. This [Copyright] [Patent] [Trademark] Security Agreement and the rights and obligations of
the parties hereto shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. 

[SIGNATURE PAGES FOLLOW] 

  
 A3-3









 IN WITNESS WHEREOF, each Grantor has caused this [Copyright] [Patent] [Trademark] Security
Agreement to be executed and delivered by its duly authorized officer as of the date first set forth above. 
  

			
	Very truly yours,
	
	[GRANTOR],
	 as Grantor

		
	By:	 	 
		 	Name:
		 	Title:


  

			
	ROYAL BANK OF CANADA,
	 as Collateral Agent and Administrative Agent

		
	By:	 	 
		 	Name:
		 	Title:

 [SIGNATURE PAGE TO [COPYRIGHT] [PATENT] [TRADEMARK] SECURITY AGREEMENT] 

  
 A3-4









 SCHEDULE I 
 TO 
 COPYRIGHT] [PATENT] [TRADEMARK] SECURITY AGREEMENT 

[Copyright] [Patent] [Trademark] Registrations 
 REGISTERED [COPYRIGHTS] [PATENTS] [TRADEMARKS] 
 [Include Registration Number and
Date] 
 [COPYRIGHT] [PATENT] [TRADEMARK] APPLICATIONS 
 [Include Application Number and Date] 
 IP LICENSES 

[Include complete legal description of agreement (name of agreement, parties and date)] 

  
 A3-5









 EXHIBIT 1.1(5) 

[FORM OF] 

PERFECTION CERTIFICATE 
 In connection with that certain Credit Agreement, dated as of November 17, 2010 (as it may be amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Francesca’s Collections, Inc., as borrower (the “Borrower”), Francesca’s LLC, the other
Guarantors from time to time party thereto, the Lenders from time party thereto, the L/C Issuer, Royal Bank of Canada as Administrative Agent, Royal Bank of Canada as Collateral Agent for the Secured Parties, and the other parties party thereto, the
Borrower hereby certifies on behalf of itself and the Guarantors as follows: 
  

	I.	CURRENT INFORMATION 

 A. Legal Names, Organizations, Jurisdictions of Organization and Organizational Identification Numbers. The full and exact legal name1 (as it appears in each respective certificate or articles of
incorporation, limited liability membership agreement or similar organizational documents, in each case as amended to date), the type of organization (or if the Borrower or a particular Guarantor is an individual, please indicate so), the
jurisdiction of organization (or formation, as applicable), and the organizational identification number2 (not tax i.d. number) of the Borrower and each other Guarantor are as follows: 
  

							
	 Name of Borrower/Guarantor
	  	Type of Organization (e.g.
corporation, limited
liability company, limited
partnership)	  	Jurisdiction of
Organization/
Formation	  	Organizational
Identification
Number3








 B. Chief Executive Offices and Mailing Addresses. The chief executive
office address (or the principal residence if the Borrower or a particular Guarantor is a natural person) and the preferred mailing address (if different than chief executive office or residence) of the Borrower and each other Guarantor are as
follows: 
  

					
	 Name of
 Borrower/Guarantor
	  	Address of Chief Executive Office
(or 
for natural persons, residence)	  	Mailing Address (if different than
CEO or
residence)

 C. Special Borrowers. Except as specifically identified below none of the Guarantors is
a: (i) transmitting utility (as defined in Section 9-102(a)(80)), (ii) primarily engaged in farming operations (as defined in Section 9-102(a)(35)), (iii) a trust, (iv) a foreign air carrier within the meaning of the
federal aviation act of 1958, as amended or (v) a branch or agency of a bank which bank is not organized under the law of the United States or any state thereof. 
  

			
	 Name of
 Borrower/Guarantor
	  	Type of Special Guarantor


D. Trade Names/Assumed Names. 
 Current Trade Names. Set forth below is each trade name or assumed name currently used by the Borrower or any other Guarantor or by which the Borrower or any Guarantor is known or is transacting
any business: 
  

			
	 Borrower/Guarantor
	  	Trade/Assumed Name


  
 B-2









 E. Changes in Names, Jurisdiction of Organization or Corporate Structure.

 Except as set forth below, neither the Borrower nor any other Guarantor has changed its name, jurisdiction
of organization or its corporate structure in any way (e.g. by merger, consolidation, change in corporate form, change in jurisdiction of organization or otherwise) within the past five (5) years: 

 

					
	 Borrower/Guarantor
	  	Date of Change	  	Description of Change

 F. Prior Addresses. 
 Except as set forth below,
neither the Borrower nor any other Guarantor has changed its chief executive office, or principal residence if the Borrower or a particular Guarantor is a natural person, within the past five (5) years: 

 

			
	 Borrower/Guarantor
	  	Prior Address/City/State/Zip Code


G. Acquisitions of Equity Interests or Assets. 

Except as set forth below, neither the Borrower nor any Guarantor has acquired the equity interests of another entity or
substantially all the assets of another entity within the past five (5) years: 
  

					
	 Borrower/Guarantor
	  	Date of Acquisition	  	Description of Acquisition

 H. Corporate Ownership and Organizational Structure. 

Attached as Exhibit H hereto is a true and correct chart showing the ownership relationship of the Borrower and all
of its affiliates. 

  
 B-3










	II.	INFORMATION REGARDING CERTAIN COLLATERAL 

 A. Investment Related Property 
 1. Equity
Interests. Set forth below is a list of all equity interests owned by the Borrower and each Guarantor together with the type of organization which issued such equity interests (e.g. corporation, limited liability company, partnership or
trust): 
  

															
	 Borrower/Guarantor
	  	Issuer	  	Type of
Organization	  	# of
Shares
Owned	  	Total
Shares
Outstanding	  	% of
Interest
Pledged	  	Certificate No.
(if uncertificated,
please indicate so)	  	Par Value

 2. Securities Accounts. Set forth below is a list of all securities accounts in which the Borrower or any other Guarantor customarily maintains securities or other assets having an aggregate
value in excess of $10,000: 
  

					
	 Borrower/Guarantor
	  	Type of Account	  	Name & Address of
Financial Institutions


  
 B-4









 3. Deposit Accounts. Set forth below is a list of all
bank accounts (checking, savings, money market or the like) in which the Borrower or any other Guarantor customarily maintains in excess of $10,000: 
  

					
	 Borrower/Guarantor
	  	Type of Account	  	Name & Address of
Financial Institutions


4. Debt Securities & Instruments. Set forth below is a list of all debt securities and instruments
owed to the Borrower or any other Guarantor in the principal amount of greater than $10,000: 
  

							
	 Borrower/Guarantor
	  	Issuer of Instrument	  	Principal Amount of Instrument	  	Maturity Date

 B. Intellectual Property. Set forth below is a list of all copyrights, patents, and trademark, all applications and licenses thereof and other intellectual property owned or used, or
hereafter adopted, held or used, by the Borrower and each other Guarantor: 
 1. Copyrights, Copyright
Applications and Copyright Licenses 
  

									
	 Borrower/Guarantor
	  	Title	  	Filing Date/Issued Date	  	Status	  	Application/
Registration No.


2. Patents, Patent Applications and Patent Licenses 

 

									
	 Borrower/Guarantor
	  	Title	  	Filing Date/Issued Date	  	Status	  	Application/
Registration No.


3. Trademarks, Trademark Applications and Trademark Licenses 

  
 B-5










									
	 Borrower/Guarantor
	  	Title	  	Filing Date/Issued Date	  	Status	  	Application/
Registration No.


C. Tangible Personal Property in Possession of Warehousemen, Bailees and Other Third Parties. Except as set forth below, no
persons (including, without limitation, warehousemen and bailees) other than the Borrower or any other Guarantor have possession of any material amount (fair market value of $10,000 or more) of tangible personal property of the Borrower or any other
Guarantor: 
  

							
	 Borrower/Guarantor
	  	Address/City/State/Zip Code	  	County	  	Description of
Assets and Value


D. Tangible Personal Property in Former Article 9 Jurisdictions and Canada. Set forth below are all the locations
within the Commonwealth of Puerto Rico and any Province of Canada where the Borrower or any other Guarantor currently maintains or has maintained any material amount (fair market value of $10,000 or more) of its tangible personal property (including
goods, inventory and equipment) of such Borrower or any other Guarantor (whether or not in the possession of such Borrower or any other Guarantor) within the past five (5) years: 

 

			
	 Borrower/Guarantor
	  	Address/City/Province
or Commonwealth


E. Real Estate Related UCC Collateral  

1. Fixtures. Set forth below are all the locations where the Borrower or any other Guarantor owns or leases
any real property: 
  

							
	 Borrower/Guarantor
	  	Address/City/State/Zip Code	  	County	  	Owned or
Leased


  
 B-6










							
	 Borrower/Guarantor
	  	Address/City/State/Zip Code	  	County	  	Owned or
Leased


2. “As Extracted” Collateral. Set forth below are all the locations where the Borrower or any
other Guarantor owns, leases or has an interest in any wellhead or minehead: 
  

					
	 Borrower/Guarantor
	  	Address/City/State/Zip Code	  	County

 3. Timber to be Cut. Set forth below are all locations where the Borrower or any other Guarantor owns goods that are timber to be cut: 

 

					
	 Borrower/Guarantor
	  	Address/City/State/Zip Code	  	County


  
 B-7










	III.	AUTHORITY TO FILE FINANCING STATEMENTS 

 The undersigned, on behalf of the Borrower and each Guarantor, hereby authorizes the Collateral Agent to file financing or continuation statements, and amendments thereto, in all jurisdictions and with
all filing offices as the Collateral Agent may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted or to be granted to the Collateral Agent under the Guaranty and Security Agreement. Such financing
statements may describe the collateral in the same manner as described in the Guaranty and Security Agreement or may contain an indication or description of collateral that describes such property in any other manner as the Collateral Agent may
determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the collateral granted to the Collateral Agent, including, without limitation, describing such property as “all
assets” or “all personal property.” 
 IN WITNESS WHEREOF, the undersigned hereto has caused this Perfection
Certificate to be executed as of this      day of             , 20      by its officer thereunto duly authorized.

  

			
	FRANCESCA’S COLLECTIONS, INC.
		
	By:	 	 
		 	Name:
		 	Title:


  

			
	FRANCESCA’S LLC
		
	By:	 	 
		 	Name:
		 	Title:



  
 B-8









 End Notes 
 1. It is crucial that the full and exact name of each Grantor is given. Even seemingly minor errors such as substituting “n.a.” for “national association” or “inc.” for
“incorporated” may be seriously misleading in some states.  
 2. Please note that the organizational identification number is not
the same as the federal employer’s tax identification number. The organizational identification number is customarily issued by the Secretary of State or State Corporations Department in the State under which the particular entity had been
organized or formed and may be found on its organizational documents. 
 3. If a Grantor does not have an organizational identification number,
please indicate “none.” Additionally, organizational identification numbers are not required for entities organized under the laws of New York, Delaware, Connecticut, Georgia or Ohio for financing statements filed in such states. Such
organizational identification numbers nevertheless may be required for financing statements filed in respect of entities organized under the foregoing states but filed in other states, e.g. in respect of fixtures. 







 EXHIBIT 2.2(a) 

[FORM OF] 

NOTICE OF BORROWING 

Royal Bank of Canada, 
 as Administrative Agent
for 
 the Lenders referred to below 

200 Bay Street, 12th Floor 
 South Tower, Royal
Bank Plaza 
 Toronto, Ontario 
 M5J2W7

 Attention: Manager, Agency 
 [Date]1

 Ladies and Gentlemen: 
 Reference is made to the Credit Agreement, dated as of November 17, 2010 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among Francesca’s Collections, Inc., as borrower (the “Borrower”), Francesca’s LLC, the other Guarantors from time to time party thereto, the Lenders from time to time party thereto, the L/C Issuer,
Royal Bank of Canada, as Administrative Agent, Royal Bank of Canada, as Collateral Agent for the Secured Parties, and the other parties party thereto. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in
the Credit Agreement. 
 The Borrower hereby gives you notice pursuant to Section 2.2 of the Credit Agreement that
it requests a Borrowing under the Credit Agreement, and in that connection sets forth below the terms on which such Borrowing is requested to be made: 
  

					
	 (A)
	  	Date of Borrowing	  	
		  	(which is a Business Day):	  	 
			
	 (B)
	  	Principal Amount of Borrowing:	  	 
			
	 (C)
	  	Facility2:	  	 
			
	 (D)
	  	Type of Borrowing3:	  	 
			
	 (E)
	  	Interest Period and the last day
thereof4	  	
		  	(in the case of a Eurodollar Borrowing):	  	 

  

	1 	 Notice must be received prior to (i) 12:00 p.m. on the Business Day prior to the date of the proposed Borrowing, in the case of a Borrowing of
Base Rate Loans and (ii) 2:00 p.m. on the third Business Day prior to the date of the proposed Borrowing, in the case of a Borrowing of Eurodollar Rate Loans. 



	2 	 Specify a Borrowing under the Term Loan Facility or the Revolving Credit Facility.  



	3 	 Specify a Eurodollar Rate Borrowing or a Base Rate Borrowing.  



	4 	 Subject to the definition of “Interest Period” in the Credit Agreement. 



  
 1 









					
			
		  		  	 
			
	 (F)
	  	    Account Number and Location:	  	 

 The Borrower hereby represents and warrants that the conditions to lending specified in Sections
3.2(b), (c) and (d) of the Credit Agreement are satisfied as of the date hereof. 
 [Signature
page follows] 

  
 2 








 
			
	FRANCESCA’S COLLECTIONS, INC.
		
	By:	 	 
		 	Name:
		 	Title:



  
 3 








 EXHIBIT 2.4(b) 

[FORM OF] 

L/C REQUEST 
 Royal Bank
of Canada, 
     as Administrative Agent for 
     the Lenders referred to below 
 200 Bay Street, 12th Floor 

South Tower, Royal Bank Plaza 
 Toronto, Ontario

 M5J2W7 
 Attention: Manager, Agency

 [Name and Address of the 

respective L/C Issuer] 

[Date]1
 
 Ladies and Gentlemen: 

Reference is made to the Credit Agreement, dated as of November 17, 2010 (as amended, amended and restated, supplemented or
otherwise modified from time to time, the “Credit Agreement”), among Francesca’s Collections, Inc., as borrower (the “Borrower”), Francesca’s LLC, the other Guarantors from time to time party thereto, the
Lenders from time to time party thereto, the L/C Issuer, Royal Bank of Canada, as Administrative Agent, Royal Bank of Canada, as Collateral Agent for the Secured Parties, and the other parties party thereto. Capitalized terms used but not defined
herein shall have the meanings assigned to such terms in the Credit Agreement. 
 Pursuant to Section 2.4 of the
Credit Agreement, the Borrower hereby requests that [            ], as L/C Issuer, issue a Letter of Credit for the account of the undersigned, as follows: 

 

					
	 (A)
	  	Date of Issuance:	  	 
			
	 (B)
	  	Aggregate Amount of Letter of Credit:	  	 
			
	 (C)
	  	Beneficiary:2 	  	 
			
	 (D)
	  	Supported Transaction:3	  	 
			
	 (E)
	  	Stated Termination Date:	  	 

  

	1 	 Notice must be received no later than 2:00 p.m. on the third Business Day prior to the date of the requested Issuance. 



	2 	 Insert name and address of beneficiary. 



	3 	 Insert description of obligation or commercial transaction to which Letter of Credit relates. 









 The Borrower hereby represents and warrants that the conditions to Issuance specified in
Sections 3.2(b), (c) and (d) of the Credit Agreement are satisfied as of the date hereof. 

[Signature page follows] 







 
			
	 Very truly yours,

 

	FRANCESCA’S COLLECTIONS, INC.
		
	By:	 	 
		 	Name:
		 	Title:









 EXHIBIT 2.10(b) 

[FORM OF] 

NOTICE OF CONVERSION OR CONTINUATION 
 Royal Bank of Canada, 
 as Administrative Agent for 

the Lenders referred to below 
 200 Bay Street,
12th Floor 
 South Tower, Royal Bank Plaza 
 Toronto, Ontario 
 M5J2W7 
 Attention: Manager, Agency 
 [Date]1 
 Ladies and Gentlemen: 
 Reference is made to the Credit Agreement, dated as of
November 17, 2010 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Francesca’s Collections, Inc., as borrower (the “Borrower”),
Francesca’s LLC, the other Guarantors from time to time party thereto, the Lenders from time to time party thereto, the L/C Issuer, Royal Bank of Canada, as Administrative Agent, Royal Bank of Canada, as Collateral Agent for the Secured
Parties, and the other parties party thereto. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement. 
 The Borrower hereby gives you notice pursuant to Section 2.10 of the Credit Agreement that it elects to (a) continue a Eurodollar Rate Loan or a portion thereof under the Credit
Agreement; (b) convert a Eurodollar Rate Loan or a portion thereof into a Base Rate Loan; or (c) convert a Base Rate Loans or a portion thereof into Eurodollar Rate Loans, and in that connection sets forth below the terms on which such
conversion or continuation is requested to be made: 
  

					
	 (A)
	  	Date of proposed conversion or continuation	  	
		  	(which is a Business Day):	  	 
			
	 (B)
	  	Aggregate amount of Eurodollar Loans or Base
Rate Loans to be converted or continued2:	  	 
			
	 (C)
	  	 Nature of the proposed conversion or continuation
 (including identification of Loans to be converted or continued):
	  	 
			
	 (E)
	  	Interest Period and the last day
thereof3	  	
		  	(if the Loans are to be converted into or continued as Eurodollar Loans):	  	 

  

	1 	 Notice must be provided upon 3 Business Days’ prior notice. 



	2 	 For each Interest Period, the aggregate amount of Eurodollar Rate Loans having such Interest Period must be an integral multiple of $1,000,000.




  
 1 








 [The Borrower hereby certifies that the following statements are true on the date hereof,
and will be true on the date of the proposed conversion or continuation, both before and after giving effect thereto: 
 (a) the
foregoing conversion or continuation complies with the terms and conditions of the Credit Agreement (including, without limitation, Section 2.10 of the Credit Agreement); 

(b) no Default or Event of Default has occurred and is continuing, or would result from such proposed conversion
or continuation.]4 

[Signature page follows] 

 

	3 	 Subject to the definition of “Interest Period” in the Credit Agreement. 



	4 	 Include if the Loans are to be converted into or continued as Eurodollar Loans. 



  
 2 








 
			
	FRANCESCA’S COLLECTIONS, INC.
		
	By:	 	 
		 	Name:
		 	Title:



  
 3 








 EXHIBIT 2.14(e) 

[FORM OF] 

[TERM][REVOLVING] LOAN NOTE 
  

			
	 Lender: [NAME OF LENDER]
	  	New York, New York
	 Principal Amount: [$            ]
	  	[            ], 2010

 FOR VALUE RECEIVED, the undersigned, FRANCESCA’S COLLECTIONS, INC., a Texas corporation (the
“Company”), hereby promises to pay the Lender set forth above (the “Lender”), the Principal Amount set forth above, or, if less, the then aggregate unpaid principal amount of all [Term][Revolving] Loans made by the
Lender pursuant to the Credit Agreement, dated as of November 17, 2010 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Company, Francesca’s LLC,
the other Guarantors from time to time party thereto, the Lenders from time to time party thereto, the L/C Issuer, Royal Bank of Canada, as administrative agent, Royal Bank of Canada, as collateral agent for the Secured Parties, and the other
parties thereto. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement. 
 The
Company also promises to pay interest on the unpaid principal amount of such [Term][Revolving] Loan from the date made until such principal amount is paid in full, at such interest rates, and payable at such times, as are specified in the Credit
Agreement. 
 This Note is one of the Notes referred to in the Credit Agreement and is subject to the terms and entitled to the benefits of
thereof and of the other Loan Documents. This Note is secured and guaranteed as provided in the Guaranty and Security Agreement and by the other security documents. This Note is subject to voluntary prepayment and mandatory repayment prior to the
[Term Loan Maturity Date][Scheduled Revolving Credit Termination Date], in whole or in part, as provided in the Credit Agreement. 
 If an Event
of Default shall occur, the principal of and accrued interest on this Note may become or be declared to be due and payable in the manner and with the effect provided in the Credit Agreement. 
 All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any
kind in connection with this Note. 
 THIS NOTE MAY NOT BE TRANSFERRED OR AMENDED EXCEPT IN COMPLIANCE WITH THE TERMS OF THE CREDIT
AGREEMENT. 
 THIS NOTE, AND THE RIGHTS AND OBLIGATIONS OF THE COMPANY AND THE LENDER HEREUNDER, SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 
 [SIGNATURE PAGE FOLLOWS] 







 IN WITNESS WHEREOF, the Company has caused this Note to be executed and delivered by its
duly authorized officer as of the day and year and at the place set forth above. 
  

			
	FRANCESCA’S COLLECTIONS, INC.
		
	By:	 	 
	Name:	 	
	Title:	 	









 EXHIBIT 2.17(f) 

[FORM OF] 

UNITED STATES TAX COMPLIANCE CERTIFICATE 
 Reference is made to the Credit Agreement, dated as of November 17, 2010 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”), by and among Francesca’s Collections, Inc., a Texas corporation, as the borrower (the “Borrower”), Francesca’s LLC, a Delaware limited liability company, the other Guarantors from time to time party
thereto, the Lenders from time to time party thereto, the L/C Issuer, Royal Bank of Canada, as Administrative Agent, Royal Bank of Canada, as Collateral Agent, and the other parties thereto. Capitalized terms used herein that are not defined herein
shall have the meanings ascribed to them in the Credit Agreement.
                                     (the “Non-U.S.
Lender Party”) is providing this certificate pursuant to subsection 2.17(f)(ii)(III) of the Credit Agreement. The Non-U.S. Lender Party hereby represents and warrants that: 

1. The Non-U.S. Lender Party is the sole record and beneficial owner of the Loans or the obligations evidenced by Note(s) in respect of
which it is providing this certificate. 
 2. The Non-U.S. Lender Party is not a “bank” within the meaning of
Section 881(c)(3)(A) of the Code. In this regard, the Non-U.S. Lender Party further represents and warrants that: 
 (a) the
Non-U.S. Lender Party is not subject to regulatory or other legal requirements as a bank in any jurisdiction; and 
 (b) the
Non-U.S. Lender Party has not been treated as a bank for purposes of any tax, securities law or other filing or submission made to any Governmental Authority, any application made to a rating agency or qualification for any exemption from tax,
securities law or other legal requirements. 
 3. The Non-U.S. Lender Party is not a 10-percent shareholder of the Borrower,
within the meaning of Section 881(c)(3)(B) of the Code. 
 4. The Non-U.S. Lender Party is not a controlled foreign
corporation described in Section 881(c)(3)(C) of the Code. 
 5. No payments in connection with the Loan Documents are
effectively connected with the Non-U.S. Lender Party’s conduct of a U.S. trade or business. 
 [Signature page follows]








 IN WITNESS WHEREOF, the undersigned has duly executed this certificate. 

 

			
	[NAME OF NON-U.S. LENDER PARTY]
		
	By:	 	 
	Name:	 	
	Title:	 	


 Date:
                     







 EXHIBIT 3.1(a) 

CLOSING CHECKLIST 
 for 
 $100,000,000 

CREDIT AGREEMENT 
 among 
 FRANCESCA’S COLLECTIONS, INC., as Borrower, 

FRANCESCA’S LLC, as Parent, 
 THE LENDERS PARTY THERETO, 
 ROYAL BANK OF CANADA, as Administrative
Agent and Collateral Agent, 
 KEYBANK NATIONAL ASSOCIATION, as Syndication Agent 

******************* 
 GOLDMAN SACHS BANK USA, J.P. MORGAN SECURITIES LLC, and JEFFERIES FINANCE LLC, 
 as Joint Lead Arrangers and as Joint Bookrunners 
 Closing Date:
November 17, 2010 







 LIST OF ABBREVIATIONS 

 

			
	Parties:	  	Full Name:
	Borrower	  	FRANCESCA’S COLLECTIONS, INC., a Texas corporation
	Parent	  	FRANCESCA’S LLC, a Delaware limited liability company
	Loan Parties	  	Borrower and Parent
	Agent	  	ROYAL BANK OF CANADA
	Counsel to Lenders	  	LATHAM & WATKINS LLP (“LW”)
	Counsel to Borrower	  	O’MELVENY & MYERS LLP (“OMM”)
	Texas Counsel to Borrower	  	LORD BISSELL & LIDDELL LLP (“LBL”)

 Each capitalized term used but not defined herein shall have the meaning ascribed to such term in the Credit Agreement.









									
	 No.
	  	 Document/Action
	  	 Responsible Party
	  	 Document Number
	  	 Signatories

	I.	  	CREDIT AGREEMENT DOCUMENTS	  		  		  	
					
	A.	  	Credit Agreement	  	OMM	  		  	Loan Parties, Lenders, Agent
					
	1.	  	Exhibits to Credit Agreement	  		  		  	
					
	a	  	Exhibit 1.1(1) – Form of Assignment	  	LW	  	1196023	  	
					
	b	  	Exhibit 1.1(2) – Form of Compliance Certificate	  	LW	  	1196029	  	
					
	c	  	Exhibit 1.1(3) – Form of Guaranty and Security Agreement	  	LW	  	1196035	  	
					
	d	  	Exhibit 1.1(5) – Form of Perfection Certificate	  	LW	  	1194505	  	
					
	e	  	Exhibit 2.2(a) – Form of Notice of Borrowing	  	LW	  	1196020	  	
					
	f	  	Exhibit 2.4(b) – Form of L/C Request	  	LW	  	1196045	  	
					
	g	  	Exhibit 2.10(b) – Form of Notice of Conversion or Continuation	  	LW	  	1196046	  	
					
	h	  	Exhibit 2.14(e) – Form of Note	  	LW	  	1196047	  	
					
	i	  	Exhibit 2.17(f) – Form of United States Tax Compliance Certificate	  	LW	  	1196623	  	
					
	j	  	Exhibit 3.1(a) – Schedule of Documents	  	LW	  	1195910	  	
					
	k	  	Exhibit 3.1(h) – Form of Solvency Certificate	  	LW	  	1197211	  	
					
	l	  	Exhibit 11.2 – Dutch Auction Mechanics	  	LW	  	1196097	  	
					
	m	  	Annexes A, B and C to Exhibit 11.2 – Auction Notice, Return Bid, Purchaser Assignment and Acceptance	  	LW	  	1196140	  	
					
	2.	  	Schedules to Credit Agreement	  		  		  	
					
	a	  	Schedule 1 – Commitments	  	LW	  	1201200	  	
					
	b	  	Schedule 3.1 – Organizational and Capital Structure	  	OMM	  		  	
					
	c	  	Schedule 4.2 – Consents	  	OMM	  		  	









									
	 No.
	  	 Document/Action
	  	 Responsible Party
	  	 Document Number
	  	 Signatories

	d	  	Schedule 4.3 – Ownership of Borrower and Subsidiaries	  	OMM	  		  	
					
	e	  	Schedule 4.12 – Labor Matters	  	OMM	  		  	
					
	f	  	Schedule 4.13 – List of Plans	  	OMM	  		  	
					
	g	  	Schedule 4.14 – Environmental Matters	  	OMM	  		  	
					
	h	  	Schedule 4.16 – Real Property	  	OMM	  		  	
					
	i	  	Schedule 4.20 – Insurance	  	OMM	  		  	
					
	j	  	Schedule 8.1 – Existing Indebtedness	  	OMM	  		  	
					
	k	  	Schedule 8.2 – Existing Liens	  	OMM	  		  	
					
	l	  	Schedule 8.3 – Existing Investments	  	OMM	  		  	
					
	m	  	Schedule 8.10 – Existing Third-Party Restrictions	  	OMM	  		  	
					
	B.	  	Term Note by Borrower to each of the following:	  		  		  	
					
	a	  	Stifel Bank & Trust	  	LW	  	1200973	  	Borrower
					
	b	  	KeyBank	  	LW	  	1200960	  	Borrower
					
	C.	  	Revolving Note by Borrower to each of the following:	  		  		  	
					
	a	  	Stifel Bank & Trust	  	LW	  	1200985	  	Borrower
					
	b	  	KeyBank	  	LW	  	1200966	  	Borrower
					
	II.	  	SECURITY DOCUMENTS	  		  		  	
					
	A.	  	Guaranty and Security Agreement	  	LW	  	1196035	  	Loan Parties, Agent
					
	1.	  	Annexes to Guaranty and Security Agreement	  		  		  	
					
	a	  	Annex 1 – Form of Pledge Amendment	  	LW	  	1196035	  	
					
	b	  	Annex 2 – Form of Joinder Agreement	  	LW	  	1196035	  	
					
	c	  	Annex 3 – Form of Intellectual Property Security Agreement	  	LW	  	1196035	  	


  
 4 









									
	 No.
	  	 Document/Action
	  	 Responsible Party
	  	 Document Number
	  	 Signatories

	2.	  	Schedules to Guaranty and Security Agreement	  		  		  	
					
	a	  	Schedule 1 – Commercial Tort Claims	  	OMM	  		  	
					
	b	  	Schedule 2 – Filings	  	OMM	  		  	
					
	c	  	Schedule 3 – Jurisdiction of Organization; Chief Executive Office	  	OMM	  		  	
					
	d	  	Schedule 4 – Locations of Inventory and Equipment	  	OMM	  		  	
					
	e	  	Schedule 5 – Pledged Collateral	  	OMM	  		  	
					
	f	  	Schedule 6 – Intellectual Property	  	OMM	  		  	
					
	B.	  	Trademark Security Agreement	  	LW	  	1200849	  	Borrower, Agent
					
	III.	  	FILINGS AND RECORDINGS	  		  		  	
					
	A.	  	UCC-1 Financing Statements against each of Borrower and Parent, naming the Collateral Agent as secured party	  	LW	  		  	
					
	IV.	  	LEGAL OPINIONS	  		  		  	
					
	A.	  	Opinion of OMM (NY and DE law)	  	OMM	  		  	OMM
					
	B.	  	Opinion of Texas counsel	  	LBL	  		  	LBL
					
	V.	  	PLEDGED COLLATERAL	  		  		  	
					
	A.	  	Master Intercompany Note with allonge	  	OMM	  		  	Loan Parties
					
	B.	  	Stock Certificate No. 2 for 1000 shares of stock of Borrower owned by Parent, together with blank stock power	  	OMM	  		  	Stock power signed by Parent
					
	VI.	  	CORPORATE AND ORGANIZATIONAL DOCUMENTS/CERTIFICATES	  		  		  	
					
	A.	  	Certificate from secretary, assistant secretary or other similar officer of Borrower certifying:	  	OMM	  		  	Borrower
					
	1.	  	Incumbency	  	OMM	  		  	Borrower


  
 5 









									
	 No.
	  	 Document/Action
	  	 Responsible Party
	  	 Document Number
	  	 Signatories

	2.	  	Certified charter documents	  		  		  	
					
	3.	  	Bylaws	  	OMM	  		  	
					
	4.	  	Board Resolutions	  		  		  	Borrower
					
	B.	  	Certificate from secretary, assistant secretary or other similar officer of Parent certifying:	  	OMM	  		  	Borrower
					
	1.	  	Incumbency	  	OMM	  		  	Borrower
					
	2.	  	Certified charter documents	  	OMM	  		  	
					
	3.	  	Limited Liability Company Agreement	  	OMM	  		  	
					
	4.	  	Board Resolutions	  	OMM	  		  	Borrower
					
	C.	  	Certificates of good standing and qualifications to do business as set forth in Annex I	  	OMM	  		  	
					
	D.	  	Certificate of a Responsible Officer of Borrower to the effect that each condition set forth in Sections 3.1(c), (d), (e), (f), (g) and (h), and Sections 3.2(b) and (c) have been
satisfied	  	OMM	  		  	Borrower
					
	E.	  	Perfection Certificate	  	OMM	  		  	Loan Parties
					
	F.	  	Solvency Certificate	  	OMM	  		  	Loan Parties
					
	1.	  	Supporting materials	  	OMM	  		  	
					
	VII.	  	OTHER CONDITIONS PRECEDENT TO INITIAL LOANS AND LETTERS OF CREDIT	  		  		  	
					
	A.	  	UCC lien search results	  	LW	  		  	
					
	B.	  	IP lien search results	  	LW	  		  	
					
	C.	  	Insurance Certificates with Loss Payable and Additional Insured Endorsement Clauses	  	Borrower	  		  	
					
	D.	  	Evidence of retention of service provider for tracking of UCC financing statements	  	Borrower	  		  	


  
 6 









									
	 No.
	  	 Document/Action
	  	 Responsible Party
	  	 Document Number
	  	 Signatories

	E.	  	Financial Statements:	  		  		  	
					
	1.	  	Audited Consolidated financial statements	  	Borrower	  		  	
					
	2.	  	Unaudited Consolidated financial statements	  	Borrower	  		  	
					
	3.	  	Projections	  	Borrower	  		  	
					
	4.	  	Pro forma Consolidated financial statements	  	Borrower	  		  	
					
	5.	  	Monthly flash reports for month ending 10/31/10	  	Borrower	  		  	
					
	F.	  	“Know Your Customer” Documentation	  	Borrower	  		  	
					
	G.	  	Letter of Direction	  	LW	  	1197355	  	Borrower
					
	1.	  	Schedule I to Letter of Direction: Flow of Funds Memorandum	  	Borrower/OMM	  		  	
					
	H.	  	Notice of Borrowing	  	Borrower	  		  	Borrower
					
	I.	  	Fee Letter	  	LW	  	1195395	  	Lenders, Borrower
					
	J.	  	RBC Fee Letter	  	RBC	  		  	RBC, Borrower
					
	K.	  	Third-Party and Governmental Consents/Approvals	  	Borrower	  		  	
					
	VIII.	  	POST CLOSING	  		  		  	
					
	A.	  	Blocked Account Control Agreements from the following institutions:	  		  		  	
					
	1.	  	Wachovia Bank, N.A./Wells Fargo Bank	  	Wachovia Bank, N.A. /
Wells Fargo Bank	  		  	Borrower, Agent, Wachovia Bank, N.A. /Wells Fargo Bank
					
	2.	  	JPMorgan Chase Bank, N.A.	  	JPMorgan Chase Bank,
N.A.	  		  	Borrower, Agent, JPMorgan Chase Bank, N.A.
					
	3.	  	Fifth Third Bank	  	Fifth Third Bank	  		  	Borrower, Agent, Fifth Third Bank
					
	4.	  	Bank of America, N.A.	  	Bank of America, N.A.	  		  	Borrower, Agent, Bank of America, N.A.
					
	B.	  	Credit Card Processor Letter	  	LW	  		  	Elavon, Inc., Borrower, Agent


  
 7 








 Annex I 

GOOD STANDINGS AND FOREIGN QUALIFICATIONS TO DO BUSINESS 

 

					
	 Entity
	  	 Good Standing/Existence
	  	 Foreign Qualifications

	Francesca’s LLC	  	DE x	  	None









					
	 Entity
	  	 Good Standing/Existence
	  	 Foreign Qualifications

	Francesca’s Collections, Inc.	  	TX - SOS x	  	Alabama x
		  		  	Arkansas x
			
		  	TX - Comptroller x	  	Arizona x
		  		  	California x
		  		  	Colorado x
		  		  	Connecticut x
		  		  	Delaware  ̈
		  		  	Florida x
		  		  	Georgia x
		  		  	Illinois x
		  		  	Indiana x
		  		  	Iowa x
		  		  	Kansas x
		  		  	Kentucky x
		  		  	Maine x
		  		  	Maryland x
		  		  	Massachusetts x
		  		  	Michigan x
		  		  	Minnesota x
		  		  	Mississippi x
		  		  	Missouri x
		  		  	Nebraska x
		  		  	Nevada x
		  		  	New Jersey x
		  		  	New Mexico x
		  		  	New York x
		  		  	North Carolina x
		  		  	Ohio x
		  		  	Oklahomax
		  		  	Pennsylvania x
		  		  	Rhode Island x
		  		  	South Carolina x
		  		  	Tennessee x
		  		  	Virginia x
		  		  	Washington x


  
 9 








 EXHIBIT 3.1(h) 

[FORM OF] 

SOLVENCY CERTIFICATE 
 THE UNDERSIGNED HEREBY CERTIFIES, SOLELY IN HIS CAPACITY AS AN OFFICER, AS FOLLOWS: 
 1. I am the chief financial officer of Francesca’s LLC, a Delaware limited liability company (“Parent”), and Francesca’s Collections, Inc., a Texas corporation
(“Borrower”). 
 2. Reference is made to that certain Credit Agreement, dated as of November 17,
2010 (as it may be amended, amended and restated, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among the
Borrower, Parent, the other Guarantors from time to time party thereto, the Lenders from time to time party thereto, the L/C Issuer, Royal Bank of Canada, as Administrative Agent, Royal Bank of Canada, as Collateral Agent, and the other parties
thereto. 
 3. For purposes of this certificate, the term below shall have the following definitions: 

“Solvent” means, with respect to any Person as of any date of determination, that, as of such
date, (a) the value of the assets of such Person (both at fair value and present fair saleable value) is greater than the total amount of liabilities (including contingent and unliquidated liabilities) of such Person, (b) such Person is
able to pay all liabilities (including contingent and unliquidated liabilities) of such Person as such liabilities become absolute and matured, (c) such Person is generally paying its debts and liabilities as they become due, and (d) such
Person does not have unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted following the Closing Date (including such businesses reflected in the
Projections). In computing the amount of contingent or unliquidated liabilities at any time, such liabilities shall be computed at the amount that, in light of all the facts and circumstances existing at such time, represents the amount that can
reasonably be expected to become an actual or matured liability. 
 4. I acknowledge that, as contemplated by Section 3.1
of the Credit Agreement, the Administrative Agent, the L/C Issuer and the Lenders are relying on the truth and accuracy of this certificate in connection with the making of Loans and the issuance of Letters of Credit under the Credit Agreement on
the Closing Date. 
 5. I have reviewed such documents and made such investigations as I have deemed relevant for the purposes
of this Solvency Certificate and necessary to enable me to express an informed opinion as to the matters referred to herein. Among other things, I have reviewed the Financial Statements, the Projections and the pro forma financial statements
referenced in Section 3.1(d) of the Credit Agreement (collectively, the “Financial Information”), the terms of Articles III and IV of the Credit Agreement and the definitions and provisions contained in, and the schedules and
exhibits to, the Credit Agreement relating thereto, and I have made inquiries of certain officers and other employees of Holdings and the Borrower who have responsibility for 

  
 1 








 
financial reporting and accounting matters regarding the preparation of the Financial Information. 
 6. Based upon my review and examination described in paragraph 5 above, I certify that, as of the date hereof, the Projections were prepared in good faith based upon assumptions believed by the Borrower
to be reasonable as of the date thereof for the periods set forth therein. 
 7. Based upon my review and examination described
in paragraph 5 above, I certify that, as of the date hereof, both immediately before and immediately after giving effect to (a) the Loans and Letters of Credit made or Issued on the date hereof, (b) the disbursement and use of the proceeds
of such Loans (including for the payment of the Dividend) and (c) the payment and accrual of all transaction costs in connection with the foregoing, both the Loan Parties taken as a whole and each Loan Party individually are and will be
Solvent. 
 8. Parent and the Borrower do not intend, in consummating the transactions contemplated by the Credit Agreement and
the other Loan Documents (including payment of the Dividend), to delay, hinder, or defraud either present or future creditors. 

9. Attached hereto as Exhibit A are true and correct copies of the written analyses, evaluations and opinions with respect to the
solvency of Parent and the Borrower both immediately before and immediately after giving effect to the payment of the Dividend that was provided to or presented to the board of directors of Parent or the Borrower. 

This Solvency Certificate is being delivered by the undersigned officer only in his capacity as Chief Financial Officer of the Borrower
and of Parent and not individually, and the undersigned shall have no personal liability to the Administrative Agent, the Collateral Agent, the L/C Issuer or the Lenders with respect thereto. 

[Remainder of page intentionally left blank] 

  
 2 








 The foregoing certifications are made and delivered as of
[            ], 2010. 
  

			
	
	 
	Name:	 	
	Title:	 	Chief Financial Officer of Francesca’s LLC and Francesca’s Collections, Inc.


 [Signature Page to Solvency Certificate] 

  








 EXHIBIT 11.2 

MODIFIED DUTCH AUCTION PROCEDURES 
 This Outline is intended to summarize certain basic terms of the modified Dutch auction procedures pursuant to and in accordance with the terms and conditions of Section 11.2 of the Credit
Agreement, of which this Exhibit 11.2 is a part. It is not intended to be a definitive statement of all of the terms and conditions of a modified Dutch auction, the definitive terms and conditions for which shall be set forth in the applicable
Auction Procedures set for each Auction (the “Offer Documents”)1. None of the Administrative Agent, the Auction Manager and any other Agent, or any of their respective affiliates, makes any recommendation pursuant to the Offer Documents as to whether or not any Lender
should sell its Term Loans to Offeror pursuant to the Offer Documents, nor shall the decision by the Administrative Agent, the Auction Manager or any other Agent (or any of their affiliates) in its capacity as a Lender be deemed to constitute such a
recommendation. Each Lender should make its own decision on whether to sell any of its Term Loans and, if it decides to do so, the principal amount of and price to be sought for such Term Loans. In addition, each Lender should consult its own
attorney, business advisor or tax advisor as to legal, business, tax and related matters concerning this Auction and the Offer Documents. Capitalized terms not otherwise defined in this Exhibit have the meanings assigned to them in the Credit
Agreement. 
 Summary. From time to time, subject to the conditions set forth in the Credit Agreement
and this Exhibit, an Offeror may conduct one or more modified Dutch auctions during the term of the Credit Agreement in order to purchase Term Loans (each, an “Auction”) pursuant to the procedures described herein. There shall be no
limit on the aggregate principal amount of Term Loans purchased pursuant to such Auctions, however, in connection with each such offer, the minimum principal amount of Term Loans repurchased by the applicable Offeror through Auctions shall not be
less than $1,000,000 (the “Minimum Permitted Auction Amount”) and each such Auction Notice (as defined below) shall specify the maximum principal amount of Term Loans to be repurchased by the applicable Offeror in any Auction (the
“Maximum Permitted Auction Amount”). Each Auction shall be conducted through an auction manager (the “Auction Manager”) reasonably satisfactory to the Administrative Agent (and which may be the Administrative Agent
in such capacity). 
 Notice Procedures. In connection with each Auction, Offeror will provide
notification to the Auction Manager2 (for distribution to
the Lenders) of the Term Loans 
  
  

	1 	 The Offer Documents are anticipated to include the form of Auction Notice, Return Bid and Form of Assignment and Acceptance and any additional
documentation establishing or effecting procedures necessary for the applicable Auction, in each case, in form and substance satisfactory to the Administrative Agent. 



	2	 The applicable
Auction Manager may require an engagement letter appointing such Person as Auction Manager, with appropriate authorizations and indemnification. 



  








 
that will be the subject of the Auction (an “Auction Notice”) in substantially the form of Annex A to this Exhibit 11.2. Each Auction Notice shall contain (i) the maximum
principal amount of Term Loans Offeror is willing to purchase in the Auction (the “Auction Amount”), which shall be no less than $1,000,000 or an integral multiple of $1,000,000 in excess of thereof; (ii) the range of discounts
to par (the “Discount Range”), expressed as a range of prices per $1,000 (in increments of $5), at which Offeror would be willing to purchase Term Loans in the Auction; and (iii) the date on which the Auction will conclude, on
which date Return Bids (as defined below) will be due by 1:00 p.m. New York time, as such date and time may be extended (such time, the “Expiration Time”) for a period not exceeding three Business Days upon notice by the Offeror to
the Auction Manager received not less than 24 hours before the original Expiration Time; provided, however, that only one extension per Offer shall be permitted. An Auction shall be regarded as a “Failed Auction” in the event
that either (x) Offeror withdraws such Auction in accordance with the terms hereof or (y) the Expiration Time occurs with no Qualifying Bids having been received. In the event of a Failed Auction, Offeror shall not be permitted to deliver
a new Auction Notice prior to the date occurring five (5) Business Days after such withdrawal or Expiration Time, as the case may be. 
 In connection with any assignment pursuant to any auction, Offeror shall make representations and warranties to the Auction Manager, the Administrative Agent and the Lenders that, as of the launch date of
the related Auction and the effective date of such assignment, it is not in possession of any information regarding any Loan Party, its assets, its ability to perform its Obligations or any other matter that may be material to a decision by any
Lender to participate in any Auction or enter into any Offeror Assignment and Acceptance, or participate in any of the transactions contemplated thereby, that has not previously been disclosed to the Auction Manager, the Administrative Agent and the
Lenders. In the event that any assigning Lender has determined for itself to not access any information so disclosed, such assigning Lender acknowledges that (i) other Lenders may have availed themselves of such information and
(ii) neither the Offeror, the Auction Manager nor the Administrative Agent has any responsibility for such Lender’s decision to limit the scope of the information it has obtained in connection with its evaluation of the Auction or entering
into the Offeror Assignment and Acceptance. 
 Reply Procedures. In connection with any Auction, each Lender
holding Term Loans wishing to participate in such Auction shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation (the “Return Bid”, in the form included in the Offer Document, which shall be
substantially in the form of Annex B to this Exhibit 11.2) which shall specify (i) a discount to par expressed as a price per $1,000 (in increments of $5) of Term Loans (the “Reply Price”) within the Discount Range and
(ii) the principal amount of Term Loans, in an amount not less than US $1,000,000 or an integral multiple in excess thereof, that such Lender is willing to offer for sale at its Reply Price (the “Reply Amount”);
provided, that Lender may submit a Reply Amount that is less than the minimum amount and/or incremental amount requirements described above only if the Reply Amount comprises the entire amount of Term Loans held by such Lender. Lenders may
only submit one Return Bid per Auction but each Return Bid may contain up to three component bids, each of which may result in a separate Qualifying 

  
 2 








 
Bid (as defined below) and each of which will not be contingent on any other component bid submitted by such Lender resulting in a Qualifying Bid. In addition to the Return Bid, the
participating Lender must execute and deliver, to be held by the Auction Manager, an Assignment and Acceptance in the form included in the Offer Document (the “Offeror Assignment and Acceptance”), which shall be substantially in the
form of Annex C to this Exhibit 11.2. Offeror will not purchase any Term Loans at a price that is outside of the applicable Discount Range, nor will any Return Bids (including any component bids specified therein) submitted at a price that is
outside such applicable Discount Range be considered in any calculation of the Applicable Threshold Price or satisfaction of the Maximum Permitted Auction Amount. 
 Acceptance Procedures. Based on the Reply Discounts and Reply Amounts received by the Auction Manager, the Auction Manager, in consultation with the Offeror, will calculate the lowest
purchase price (the “Applicable Threshold Price”) for the Auction within the Discount Range for the Auction that will allow Offeror to complete the Auction by purchasing the full Auction Amount (or such lesser amount of Term Loans
for which Offeror has received Qualifying Bids (as defined below)), provided that the aggregate principal amount of Term Loans purchased by Offeror in any Auction shall not exceed the Maximum Permitted Auction Amount therefor. The Offeror shall
purchase Term Loans from each Lender whose Return Bid is within the Discount Range and contains a Reply Price that is equal to or less than the Applicable Threshold Price (each, a “Qualifying Bid”). All Term Loans included in
Qualifying Bids (including multiple component Qualifying Bids contained in a single Return Bid) received at a Reply Price lower than the Applicable Threshold Price will be purchased at the applicable Reply Price and shall not be subject to
proration. 
 Proration Procedures. All Term Loans offered in Return Bids (or, if applicable, any component bid
thereof) constituting Qualifying Bids at the Applicable Threshold Price will be purchased at the Applicable Threshold Price; provided that if (a) the aggregate principal amount of all Term Loans for which Qualifying Bids have been
submitted in any given Auction at the Applicable Threshold Price would exceed the remaining portion of the Auction Amount (after deducting all Term Loans to be purchased below the Applicable Threshold Price), or (b) the aggregate amount of Term
Loans purchased pursuant to such Auction would exceed the Maximum Permitted Auction Amount therefor, Offeror shall purchase the Term Loans for which the Qualifying Bids submitted were at the Applicable Threshold Price ratably based on the respective
principal amounts offered and in an aggregate amount equal to the lower of (x) the amount necessary to complete the purchase of the Auction Amount and (y) the highest amount that would not cause Offeror to exceed the Maximum Permitted
Auction Amount. No Return Bids (or any component thereof) will be accepted above the Applicable Threshold Price. 

Notification Procedures. Auction Manager will calculate the Applicable Threshold Price and post the Applicable Threshold
Price and proration factor onto an internet site (including an IntraLinks, SyndTrak or other electronic workspace) in accordance with the Auction Manager’s standard dissemination practices by 4:00 p.m. New York time on the same Business Day as
the date the Return Bids were due. The 

  
 3 








 
Auction Manager will insert the principal amount of Term Loans to be assigned and the applicable settlement date into each applicable Assignment and Acceptance received in connection with a
Qualifying Bid. Upon request of the submitting Lender, the Auction Manager will promptly return any Assignment and Acceptance received in connection with a Return Bid that is not a Qualifying Bid. 

Additional Procedures. Once initiated by an Auction Notice, Offeror may withdraw an Auction only in the
event that, as of such time, no Qualifying Bid has been received by the Auction Manager. Furthermore, in connection with any Auction, upon submission by a Lender of a Return Bid, such Lender will not have any withdrawal rights. Any Return Bid
(including any component bid thereof) delivered to the Auction Manager may not be modified, revoked, terminated or cancelled by a Lender. However, an Auction may become void if the conditions to the purchase of Term Loans by Offeror required by the
terms and conditions of Section 11.2 of the Credit Agreement are not met. The purchase price for each Term Loan to be purchased shall be paid by Offeror directly to the respective assigning Lender on a settlement date as determined by the
Auction Manager in consultation with Offeror (which shall be no later than ten (10) 3 Business Days after the date Return Bids are due).4 Offeror shall execute each applicable Assignment and Acceptance received in connection with a Qualifying Bid. 
 All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of an Auction will be determined by the Auction Manager, in consultation with Offeror, which
determination will be final and binding. The Auction Manager’s interpretation of the terms and conditions of the Offer Document, in consultation with Offeror, will be final and binding. 

None of the Administrative Agent, the Auction Manager, any other Agent or any of their respective affiliates assumes any responsibility
for the accuracy or completeness of the information concerning Offeror, the Loan Parties, or any of their affiliates (whether contained in the Offer Documents or otherwise) or for any failure to disclose events that may have occurred and may affect
the significance or accuracy of such information. 
 This Exhibit shall not require Offeror to initiate any Auction. 

 

	3 	 Administrative Agent to confirm. 



	4 	 Notwithstanding anything to the contrary set forth in the Credit Agreement, interest accrued through the settlement date of any assignment made in
connection with an Auction may be payable to the seller on the applicable settlement date. 



  
 4 








 Annex A to Exhibit 11.2 

AUCTION NOTICE 

[Purchaser Letterhead] 
 Royal Bank of Canada, as Administrative Agent  
 200 Bay Street, 12th Floor, 

South Tower, Royal Bank Plaza 
 Toronto, Ontario

 M5J 2W7 
 Attention: Manager, Agency

 Fax No.: (416) 842-4023 
 Re: Loan Auction 
 Ladies and Gentlemen: 

Reference is made to that certain Credit Agreement, dated as of November 17, 2010 (as amended, amended and restated, supplemented or
otherwise modified from time to time, the “Credit Agreement”), by and among FRANCESCA’S COLLECTIONS, INC., a Texas corporation (the “Borrower”), FRANCESCA’S LLC, a Delaware Limited Liability Company
(“Holdings”), the other guarantors from time to time party thereto, the lenders from time to time party thereto (the “Lenders”), Royal Bank of Canada, as administrative agent and collateral agent, and the other
parties party thereto. Capitalized terms used but not defined herein have the meanings given to such terms in the Credit Agreement. 
 The undersigned (“the “Purchaser”) hereby gives notice to the Lenders that it desires to conduct the following Auction: 

 

	 	•	 	 Auction Amount: $[            ] in principal amount of Term Loans



  

	 	•	 	 Discount Range: Not less than $[            ] nor greater than
$[            ] per $1,000 principal amount of Term Loans. 


 The Purchaser acknowledges that this Auction Notice may not be withdrawn other than in accordance with the Auction Procedures. The Auction shall be consummated in accordance with the Auction Procedures
with all Return Bids due no later than [1:00] p.m. (New York time) on [            ]. 
 The Purchaser hereby represents and warrants that it is not in possession of any information regarding any Loan, its assets, its ability to perform its Obligations or any other matter that may be material
to a decision by any Lender to participate in any Auction or enter into any [Purchaser Assignment and Acceptance] or participate in any of the transactions contemplated thereby that has not previously been disclosed to the Auction Manager, the
Administrative Agent and the Lenders. 
 Very truly yours, 
  

			
	[PURCHASER]
		
	By:	 	 
		 	Name:
		 	Title:


  








 Annex B to Exhibit 11.2 

RETURN BID 
 Royal Bank of
Canada, as Administrative Agent 
 200 Bay Street, 12th Floor, 

South Tower, Royal Bank Plaza 
 Toronto, Ontario

 M5J 2W7 
 Attention: Manager, Agency

 Fax No.: (416) 842-4023 

Ladies and Gentlemen: 

Reference is made to that certain Credit Agreement, dated as of November 17, 2010 (as amended, amended and restated, supplemented or
otherwise modified from time to time, the “Credit Agreement”), by and among Francesca’s Collections, Inc., a Texas corporation (“Borrower”), Francesca’s LLC, a Delaware limited liability company
(“Holdings”), the other guarantors from time to time party thereto, the lenders from time to time party thereto (the “Lenders), Royal Bank of Canada, as administrative agent and collateral agent, and the other parties
party thereto. Capitalized terms used but not defined herein have the meanings given to such terms in the Credit Agreement. 

The undersigned Lender hereby gives notice of its participation in the Auction by submitting the following Return Bid1: 

 

			
	 Reply Price

(price per $1,000)
	  	Reply Amount
(principal amount of Term Loans)
	 US$            
	  	US$            
	 US$            
	  	US$            
	 US$            
	  	US$            

 The undersigned Lender acknowledges that the submission of this Return Bid along with an executed Purchaser Assignment
and Acceptance, to be held in escrow by the [Administrative Agent][Auction Manager], obligates the Lender to sell the entirety or its pro rata portion of the Reply Amount in accordance with the Auction Procedures, as applicable. 

 

			
	Very truly yours,
	
	[Name of Lender]
		
	By:	 	 
		 	Name:
		 	Title:


  

	1 	 Lender may submit up to three component bids but need not submit more than one. The sum of Lender’s bid(s) may not exceed the aggregate principal
face amount of Term Loans held by it as lender of record on the date of submission of its Return Bid. 



  








 Annex C to Exhibit 11.2 

PURCHASER ASSIGNMENT AND ACCEPTANCE 
 This Purchaser Assignment and Acceptance (the “Assignment”) is dated as of the Purchaser Assignment Effective Date set forth below and is entered into by and between [Insert name of
Assignor] (the “Assignor”) and [PURCHASER] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as it may be amended,
amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached
hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment as if set forth herein in full. 

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably
purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Purchaser Assignment Effective Date inserted by the Auction Manager as contemplated in the Auction
Procedures, the interest in and to all of the Assignor’s rights and obligations under the Credit Agreement and any other documents or instruments delivered pursuant thereto that represents the amount and percentage interest identified below of
all of the Assignor’s outstanding rights and obligations under the facility identified below (the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this
Assignment and the Credit Agreement, without representation or warranty by the Assignor. 
  

					
	1.	  	Assignor:	  	____________________________
			
	2.	  	Assignee:	  	[PURCHASER]
			
	3.	  	Borrower:	  	FRANCESCA’S COLLECTIONS, INC.
			
	4.	  	Administrative Agent:	  	Royal Bank of Canada, as the administrative
		  		  	agent under the Credit Agreement
			
	5.	  	Credit Agreement:	  	 The Credit Agreement, dated as of November 17, 2010 (as amended, amended and restated, supplemented or otherwise modified
from time to time, the “Credit Agreement”), by and among Francesca’s Collections, Inc., a Texas corporation (“Borrower”), Francesca’s LLC, a Delaware limited liability company
(“Holdings”), the other guarantors from time to time party thereto, the lenders from time to time party thereto, Royal Bank of Canada, as administrative agent and
 collateral agent, and the other parties party thereto.

	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
		
	6.	  	Assignor’s Interest under the Credit Agreement:

  

									
	 Facility
	  	Aggregate Principal Face Amount
of
Term Loans of Assignor	 	  	Percentage of Term Loans
of Assignor1	 
	  	  
	 Term Loans
	  	$	___________	  	  	 	___________	% 

  

					
			
	7.	  	Assigned Interest:	  	

  

	1	 Set forth, to at
least 9 decimals, as a percentage of the Loans of all Lenders thereunder. To be completed by Assignor. 



  








 List below the Term Loans to be assigned by Assignor to Assignee, which shall be subject to the terms and
conditions of the Auction, including, without limitation, the pro rata reduction procedures set forth in the Auction Procedures. 
  

													
	 Reply Price with respect to
 Term Loans being offered
 for assignment to Assignee

(price per $1,000 principal
 amount)2
	  	Reply Amount
(principal face amount
of Term Loans to be
Assigned to Assignee
at relevant Reply
Price)
(subject to pro rata
reduction)3	 	  	Pro Rated Principal
Face Amount of
Term Loans Assigned4	 	  	Percentage
Assigned
of Term Loans5	 
	 $______________
	  	$	______________	  	  	$	______________	  	  	 	____________	% 
	 $______________
	  	$	______________	  	  	$	______________	  	  	 	____________	% 
	 $______________
	  	$	______________	  	  	$	______________	  	  	 	____________	% 

 Purchaser Assignment Effective Date:             ,
20    [TO BE INSERTED BY ADMINISTRATIVE AGENT OR AUCTION MANAGER AND WHICH SHALL BE THE PURCHASER ASSIGNMENT EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 

 

	2 	 To be completed by Assignor. 



	3 	 To be completed by Assignor. The sum of Lender’s Reply Amount(s) may not exceed the aggregate principal face amount of Term Loans held by it as
lender of record on the date of submission of its Return Bid. 



	4 	 To be completed by the Administrative Agent or Auction Manager, if necessary, based on the proration procedures set forth in the Auction Procedures.




	5 	 To be completed by the Administrative Agent or Auction Manager to at least 9 decimals as a percentage of the Term Loans of all Lenders thereunder.




  









	8.	Notice and Wire Instructions: 

  

									
	ASSIGNOR:	 		 	ASSIGNEE:
			
	[NAME OF ASSIGNOR]	 		 	[PURCHASER]
			
	Notices:	 		 	Notices:
					
		 	 	 		 		 	 
					
		 	 	 		 		 	 
					
		 	 	 		 		 	 
		 	Attention:	 		 		 	Attention:
		 	Telecopier:	 		 		 	Telecopier:
			
	with a copy to:	 		 	with a copy to:
					
		 	 	 		 		 	 
					
		 	 	 		 		 	 
					
		 	 	 		 		 	 
		 	Attention:	 		 		 	Attention:
		 	Telecopier:	 		 		 	Telecopier:
			
	Wire Instructions:	 		 	

 9. The Assignor acknowledges and agrees that (i) submission of a Return Bid in respect of the Term Loans will
constitute a binding agreement between the Assignor and the Assignee in accordance with the terms and conditions of the Auction Procedures and the Credit Agreement; (ii) Term Loans will be deemed to have been accepted by the Assignee to the
extent such Term Loans are validly offered by Assignor to Assignee in accordance with the terms and conditions of the Auction Procedures and the Credit Agreement upon notification by the [Administrative Agent] [Auction Manager] to the Assignor that
such Term Loans are part of a Qualifying Bid (subject to applicable proration in accordance with the terms and conditions of the Auction); and (iii) it does not have any withdrawal rights with respect to any offer to assign of its Term Loans.

 Subject to and effective upon the acceptance by the Assignee for purchase of the principal amount of the Term Loans to be
assigned by the Assignor to the Assignee, the Assignor hereby irrevocably constitutes and appoints the [Administrative Agent] [Auction Manager] as the true and lawful agent and attorney-in-fact of the Assignor with respect to such Term Loans, with
full powers of substitution and revocation (such power of attorney being deemed to be an irrevocable power coupled with an interest) to complete or fill-in the blanks in this Assignment and deliver the completed Assignment to the Assignee and the
Assignor. 
 [Signature page follows] 

  








 The Assignor acknowledges and agrees that its offer to assign Term Loans pursuant to the
Auction Procedures constitute the Assignor’s acceptance of the terms and conditions (including the proration procedures) contained in the Auction Procedures, the Credit Agreement and this Assignment. 

The terms set forth in this Assignment are hereby agreed to: 

 

			
	ASSIGNOR
	[NAME OF ASSIGNOR]
		
	By:	 	 
	Name:	 	
	Title:	 	


  

			
	ASSIGNEE
	
	[PURCHASER]
		
	By:	 	 
	Name:	 	
	Title:	 	


 Accepted: 

                         
                                         
      , as 
 [Administrative Agent] [Auction Manager] 

 

			
		
	By:	 	 
	Name:	 	
	Title:	 	


  








 ANNEX 1 
 STANDARD TERMS AND CONDITIONS FOR BORROWER 
 ASSIGNMENT AND ACCEPTANCE 

1. Representations and Warranties. 
  

	 	1.1	Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned
Interest is, and on the applicable Purchaser Assignment Effective Date will be, free and clear of any lien, encumbrance or other adverse claim; (iii) it has full power and authority, and has taken all action necessary, to execute and deliver
this Assignment and to consummate the transactions contemplated hereby; and (iv) it has received a copy of the Credit Agreement and such other documents and information as it has deemed appropriate to make its own decision to enter into this
Assignment and to sell and assign the Assigned Interest on the basis of which it has made such decision, (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with any Loan
Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any other instrument or document delivered pursuant thereto, other than this Assignment (herein collectively the
“Loan Documents”), or any collateral thereunder, (iii) the financial condition of Holdings, Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the
performance or observance by Holdings, Borrower, any of its Subsidiaries or any other Person of any of their respective obligations under any Loan Document, and (c) has read and agrees to all of the terms and conditions (including the pro
ration procedures) of the Auction Procedures set forth in the Offer Documents. The Assignor will, upon request, execute and deliver any additional documents deemed by the Administrative Agent or the Assignee to be necessary or desirable to complete
the sale, assignment and transfer of the Assigned Interest. In the event that the Assignor has determined for itself to not access any information disclosed by Assignee in connection with the Auction or this Assignment, the Assignor acknowledges
that (i) other Lenders may have availed themselves of such information and (ii) none of the Borrower, [the Auction Manager,] and the Administrative Agent has any responsibility for the Assignor’s decision to limit the scope of the
information it has obtained in connection with its evaluation of the Auction or its decision to enter into this Assignment. 

  

	 	1.2	 Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to
execute and deliver this Assignment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement until such time as the Loans are automatically cancelled without further action by any Person on the
Purchaser Assignment Effective Date, (ii) it has transmitted same day funds to the Assignor on the Purchaser Assignment Effective Date, (iii) it has received a copy of the Credit Agreement and such other documents and information as it has
deemed appropriate to make its own credit analysis and decision to enter into this Assignment and to purchase the Assigned Interest on the basis of which it has made such analysis and decision and (vi) it is not in possession of any information
regarding any Loan Party, its assets, its ability to perform its Obligations or any other matter that may be material to a decision by Assignor to participate in any Auction or enter into this Assignment or participate in any of the transactions
contemplated hereby that has not previously been disclosed to [the Auction Manager,] the Administrative Agent and the Lenders; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or
any other Lender, and based on such documents and information as it shall deem appropriate at that time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it acknowledges that the











	 	
Assigned Interest shall, from and after the Purchaser Assignment Effective Date, and without further action by any Person, be deemed cancelled for all purposes and no longer outstanding and that
the Assignee shall have no ability to vote or receive payments in respect of the Assigned Interest. 

  

	 	1.3	No Violation of Laws. Each of the Assignor and Assignee acknowledges that it has not violated any applicable laws relating to this Assignment or the transactions
contemplated herein. 

 2. Payments. Payment to the Assignor by the Assignee in respect of the settlement of the assignment
of the Assigned Interest shall be paid by Assignee directly to the Assignor and shall include all unpaid interest that has accrued in respect of the Assigned Interest through the Purchaser Assignment Effective Date. No interest shall accrue with
respect to the Assigned Interest from and after the Purchaser Assignment Effective Date and such Assigned Interest shall, from and after the Purchaser Assignment Effective Date, and without further action by any Person, be deemed cancelled for all
purposes and no longer outstanding. 
 3. General Provisions. This Assignment shall be binding upon, and inure to the benefit of, the
parties hereto and their respective successors and assigns. This Assignment may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment by
telecopy shall be effective as delivery of a manually executed counterpart of this Assignment. This Assignment shall be governed by, and construed in accordance with, the internal laws of the State of New York without regard to conflict of laws
principles thereof that would require the application of laws other than those of the State of New York. 







 SCHEDULE I 

Commitments 
  

													
	 Lender
	  	Term
Loan
Commitment	 	  	Revolving 
Credit
Commitment	 	  	Total	 
	  	  	  
	 Goldman Sachs Bank USA
	  	$	20,583,333.33	  	  	$	1,083,333.33	  	  	$	21,666,666.67	  
	 JPMorgan Chase Bank, N.A.
	  	$	20,583,333.33	  	  	$	1,083,333.33	  	  	$	21,666,666.67	  
	 Jefferies Finance LLC
	  	$	0	  	  	$	1,083,333.33	  	  	$	1,083,333.33	  
	 JFIN Funding LLC
	  	$	8,916,666.67	  	  	$	0	  	  	$	8,916,666.67	  
	 Jefferies Group, Inc.
	  	$	11,666,666.67	  	  	$	0	  	  	$	11,666,666.67	  
	 Royal Bank of Canada
	  	$	14,250,000.00	  	  	$	750,000.00	  	  	$	15,000,000.00	  
	 KeyBank National Association
	  	$	9,500,000.00	  	  	$	500,000.00	  	  	$	10,000,000.00	  
	 Stifel Bank & Trust
	  	$	9,500,000.00	  	  	$	500,000.00	  	  	$	10,000,000.00	  
		  	 	 	 	  	 	 	 	  	 	 	 
	 Total:
	  	$	95,000,000.00	  	  	$	5,000,000.00	  	  	$	100,000,000.00	  


  
 1 








 SCHEDULE 3.1 

Organizational and Capital Structure 
 



 

  
 2 








 SCHEDULE 4.2 

Consents 
 None.


  
 3 








 SCHEDULE 4.3 

Ownership of Borrower and Subsidiaries 
  

																	
	 Name of Subsidiary
	  	Direct Owner	  	Number of
Shares
Authorized	 	  	Number of
Shares
Outstanding	 	  	Ownership
Percentage	 	 	Jurisdiction
of
Organization
	  	  	  	  	 
	  	  	  	  	 
	 Francesca’s Collections, Inc.
	  	Francesca’s LLC	  	 	1,000	  	  	 	1,000	  	  	 	100	% 	 	Texas


  
 4 








 SCHEDULE 4.12 

Labor Matters 

None. 

  
 5 








 SCHEDULE 4.13 

List of Plans 

Francesca’s Collections, Inc. 401(k) Retirement Plan, effective on October 1, 2009. 

  
 6 








 SCHEDULE 4.14 

Environmental Matters 
 None. 

  
 7 








 SCHEDULE 4.16 

Real Property 

Owned Real Property 
 None 

Leased Real Property 
  

	1.	See attached list for leases relating to boutiques. 

  

	2.	See below for leases relating to office and warehouse. 

  

					
	 Borrower/Guarantor
	  	 Address/City/State/Zip Code
	  	 County

			
	 Francesca’s Collections, Inc.
	  	3480 West 12th Street, Houston, TX 77008	  	Harris
			
	 Francesca’s Collections, Inc.
	  	3482 West 12th Street, Houston, TX 77008	  	Harris
			
	 Francesca’s Collections, Inc.
	  	3484 12th Street, Houston, TX 77008	  	Harris
			
	 Francesca’s Collections, Inc.
	  	3233 West 11th Street, Houston, TX 77008	  	Harris


  
 8 








 



 
 Corporate Office/ Warehouse: 3480 W. 12th Street, Houston, TX 77008 

PHONE: 713-864-1358    FAX: 713-426-2751 

 

											
	 Francesca’s # 01
 Woodway Village
 6514 Woodway
 Houston, TX 77057
 Tel: 713-722-0754
 Harris
 (Debbie Flores)
	 		 	 Francesca’s # 03

Champion Forest Plaza
 5468 W. FM 1960

Houston, TX 77069
 Tel: 832-249-6534

Harris
 (Stacy Loomis)
	 	 Francesca’s # 04

Mockingbird Station
 5307 E Mockingbird Ln #105
Dallas, TX 75206
 Tel: 214-370-3646

Dallas County
 (Sherene
Kutach)
	 	 Francesca’s # 05

Preston Oaks
 10720 Preston Rd. #1005

Dallas, TX 75230
 Tel: 214-891-9866

Dallas County
 (Vicki
Berry)
	 	 Francesca’s # 06

Uptown Park
 1141-08 Uptown Park Blvd. Houston,
TX 77056
 Tel: 713-622-1254
 Harris
County
 (Debbie Flores)

						
	 Francesca’s # 07

University Park
 1600 S. University
#604
 Fort Worth, TX 76107
 Tel:
817-882-8077
 Tarrant County

(Adriana Gonzalez)
	 	 Francesca’s # 08

Montana
 1230 Montana Ave. #106

Santa Monica, CA 90403
 Tel:
310-255-1988
 Los Angles County

(Veronica Chacon)
	 	 Francesca’s # 09

Plano
 1900 Preston #320

Plano, TX 75093
 Tel: 214-473-8133

Collin County
 (Melanie
Symons)
	 	 Francesca’s # 10

Canal Place
 333 Canal St. #219

New Orleans, LA 70130
 Tel:
504-581-4402
 Orleans Parish

(Ashley Sieving)
	 	 Francesca’s # 11

Geneva Commons
 1520 Commons Dr.

Geneva, IL 60134
 Tel: 630-262-9470

Kane County
 (Linda
Rodriguez)
	 	 Francesca’s # 12

Church Street Plaza
 1706 Maple Ave.

Evanston, IL 60201
 Tel: 847-328-5459

Cook County
 (Theresa
Mariano)

						
	 Francesca’s # 13

Manhattan Village
 3200 N. Sepulveda
#D10
 Manhattan Beach, CA 90266
 Tel:
310-546-4700
 Los Angles County

(Michelle Giacalone)
	 	 Francesca’s # 14

Alamo Quarry Market
 255 E. Basse Rd.
#420
 San Antonio, TX 78209
 Tel:
210-822-1598
 Bexar County
 (Lindsey
Ramos)
	 	 Francesca’s # 15

Westbank
 3300 Bee Cave Rd. #420

Austin, TX 78746
 Tel: 512-347-7508

Travis County
 (Jennifer
Brown)
	 	 Francesca’s # 16

Highland Village
 4022 Westheimer

Houston, TX 77027
 Tel: 713-961-3399

Harris County
 (Valjeanne
Daniels)
	 	 Francesca’s # 17

Arboretum
 10000 Research Blvd #122
C-01
 Austin, TX 78759
 Tel:
512-795-9840
 Travis County
 (Ashley
Whitehead)
	 	 Francesca’s # 18

Lincoln Park
 2012 N. Halsted Ave.

Chicago, IL 60614
 Tel: 773-244-4075

Cook County
 (Michael
Masella)

						
	 Francesca’s # 19

La Jolla
 1025 Prospect St. #160

La Jolla, CA 92037

Tel: 858-729-0350
 San Diego
County
 (Vanessa Wyatt)
	 	 Francesca’s # 20

Southlake
 214 State St.

Southlake, TX 76092
 Tel: 817-424-5353

Tarrant County
 (Brianna
Weldon)
	 	 Francesca’s # 21

Carlsbad 1923
 Calle Barcelona #146

Carlsbad, CA 92024
 Tel: 760-943-8644

San Diego County
 (Laura
Stockwell)
	 	 Francesca’s # 22

Green Valley
 2260 Village Walk, Suite
112
 Henderson, NV 89052
 Tel:
702-435-3288
 Clark County

(Kimberly Patterson)
	 	 Francesca’s # 23

Central Park
 4001 N. Lamar, Suite 490

Austin, TX 78756
 Tel: 512-323-2499

Travis County
 (Katie
Kaiser)
	 	
						
	 Francesca’s # 25

Long Beach
 5257 E. 2nd St.

Long Beach, CA 90803
 Tel:
562-856-3257
 Los Angles County

(Daisy Aldaco)
	 	 Francesca’s # 26

Rancho Cucamonga
 7839 Kew Ave. Suite
5620
 Rancho Cucamonga, CA 91739
 Tel:
909-899-5751
 San Bernardino County

(Angelica De La Rocha)
	 	 Francesca’s # 27

Edmond
 1470 S Bryant Ave

Edmond, OK 73034
 Tel: 405-359-7576

Oklahoma County
 (Reem
Bahouth)
	 	 Francesca’s # 28

Rennaisance Place
 1850 2nd St #106

Highland Park, IL 60035
 Tel:
847-926-8278
 Lake County
 (Molly
McCarty)
	 	 Francesca’s # 29

Saddle Creek
 7615 W. Farmington Blvd. Ste.
33
 Germantown, TN 38138
 Tel:
901-753-6847
 Shelby County

(Cassandra Bradshaw)
	 	 Francesca’s # 30

Bellemead
 6535 Youree Dr. Suite 501

Shreveport, LA 71105
 Tel:
318-798-8484
 Caddo Parish
 (Krystle
Smith)

						
	 Francesca’s # 31

Village Pointe
 17151 Davenport #113

Omaha, NE 68118
 Tel: 402-359-1312

Douglas County
 (Jennifer
Rowland)
	 	 Francesca’s # 32

Arbor Lake
 12121 Elm Creek Blvd.

Maple Grove, MN 55369
 Tel:
763-425-3252
 Hennepin County

(Jennifer Dimitroff)
	 	 Francesca’s # 33

The Shoppes at Buckland Hills
 194 Buckland Hills
Dr, Suite 1056 Manchester, CT 06042
 Tel: 860-648-9465
 Town of Hartford
 (Jennifer Beer)
	 	 Francesca’s # 34

Summit
 200 Summit Blvd. Ste #600

Birmingham, AL 35243
 Tel:
205-969-2432
 Jefferson County

(Acting-Heather Williams)
	 	 Francesca’s # 35

Deer Park
 20530 N. Rand Rd. Ste #344

Deer Park, IL 60010
 Tel: 847-726-2363

Lake County
 (Azita
Kakvand)
	 	 Francesca’s # 36

Greenway Station
 1650 Deming Way Ste
#108
 Middleton, WI 53562
 Tel:
608-831-6630
 Dane County
 (Sara
Streb-Virnig)

						
	 Francesca’s # 37

Woodbury Lake
 9020 Hudson Rd Ste 412

Woodbury, MN 55125
 Tel: 651-730-2012

Washington County
 (Mollie
Loechler)
	 	 Francesca’s # 38

Carriage Crossing
 4610 Merchant’s Park
Cir.#557
 Collierville, TN. 38017
 Tel:
901-861-3287
 Shelby County

(Cassandra Bradshaw)
	 	 Francesca’s # 39

Orland Park
 14215 La Grange Rd. Space
124
 Orland Park, IL 60462
 Tel:
708-349-8490
 Cook County
 (Kristen
Monroe)
	 	 Francesca’s # 40

Easton Town Center
 108 Easton Town
Center
 Columbus, OH. 43219
 Tel:
614-476-6410
 Franklin County

(Kimberly Argobright)
	 	 Francesca’s # 41

Crestview Hills Town Center
 2868 Town Center
Blvd. St. 7055
 Crestview Hills, KY. 41017
 Tel: 859-341-4426
 Kenton County
 (Ashley Royer)
	 	 Francesca’s # 42

Simi Valley Mall
 1555

SimiTwn.Crt. Wy.Ste.#605
 Simi Valley, CA.
93063
 Tel: 805-584-1631
 Ventura
County
 (Breeanne Beeby)

						
	 Francesca’s # 43

Shoppes at Eastchase
 6830 Eastchase
Pkwy
 Montgomery, AL. 36117
 Tel:
334-271-2110
 Montgomery County

(Elizabeth Arrington)
	 	 Francesca’s # 44

Southpoint Pavillions
 2910 Pine Lake Road Suite
L
 Lincoln, NE. 68516
 Tel:
402-421-1589
 Lancaster County
 (Kim
Kendall)
	 	 Francesca’s # 45

Promenade Shops at Centerra
 5855 Sky Pond Dr.
Ste. # F124
 Loveland, CO. 80538
 Tel:
970-663-9004
 Larimer County
 (Amber
Eckels)
	 	 Francesca’s # 46

Brookhaven Village Plaza
 3720 West Robinson
Suite 128
 Norman, OK 73072
 Tel:
405-360-2891
 Cleveland County

(Daphene Gorman)
	 	 Francesca’s# 47

Levis Common
 3195 Levis Commons
Blv.#285
 Perrysburg, OH. 43551
 Tel:
419-874-3580
 Wood County
 (Cathy
Goodenough)
	 	 Francesca’s# 48

Hamilton Corner
 2115 Gunbarrel Rd. #C

Chattanoga, TN. 37421
 Tel:
423-893-8978
 Hamilton County

(Courtney Gravett)

						
	 Francesca’s# 49

Turkey Creek
 11347 Parkside Ave.

Knoxville, TN 37934
 Tel: 865-675-6361

Knox County
 (Mary
Burleson)
	 	 Francesca’s # 50

Turtle Creek
 3000 E. Highland Dr.
Ste#413
 Jonesboro, AR 72401
 Tel: 870
336-2674
 Craighead County
 (Rebekah
Carter)
	 	 Francesca’s # 51

Eastern Shore Center
 30500 State Hwy 181 Ste#
313
 Spanish Fort, AL 36527
 Tel:
251-621-5740
 Baldwin County
 (Amber
Turner)
	 	 Francesca’s # 52

The Avenue
 2261 Town Center Ave. Suite
105
 Viera, FL 32940
 Tel:
321-639-3200
 Brevard County

(Marlina Rhodes)
	 	 Francesca’s # 53

Alex Webb
 1350 Scenic Highway, Spc
316
 Snellville, GA 30078
 Tel: 678 344
0112
 Gwinnett County
 (Stacy
Barrett)
	 	 Francesca’s # 54

Woodlands Market Street
 9595 Six Pines Dr. Ste
870
 The Woodlands, TX 77380
 Tel:
281-419-3750
 Montgomery County

(Stacy Loomis)

						
	 Francesca’s # 55

Branson Landing
 319 Branson Landing

Branson, MO 65616
 Tel: 417-335-4342

Taney County
 (Elizabeth
Cizek)
	 	 Francesca’s # 56

Beachcliff Market
 19344 Detriot Rd Spc
#A-112
 Rocky River, OH 44116
 Tel:
440-333-3418
 Cuyahoga County

(Kristin Knight)
	 	 Francesca’s # 57

Legacy Village
 24639 Cedar Rd.

Lyndhurst, OH 44124
 Tel: 216-381-5390

Cuyahoga County
 (Amanda
Dodge)
	 	 Francesca’s # 58

West Cobb
 3625 Dallas Hwy SW Spc #850

Marietta, GA 30064
 Tel: 770-218-9351

Cobb County
 (Ashley
Campbell)
	 	 Francesca’s # 59

Friendly Center
 3326 W. Friendly Ste#
118
 Greensboro, NC 27410
 Tel:
336-856-1934
 Guilford County

(Linaya McMillian)
	 	 Francesca’s # 60

Dos Lagos
 2780 Cabot Dr. Ste 150

Corona, CA 92882
 Tel: 951-277-7545

Riverside County
 (Shana
Hudson)

						
	 Francesca’s # 61

Boulder
 1850 29TH St Ste# 1012

Boulder, CO 80301
 Tel: 303-442-1722

Boulder County
 (Jessica
Serowski)
	 	 Francesca’s # 62

Southland Shopping Center
 6235 S. Main St.
Ste#108
 Aurora, CO 80016
 Tel:
720-274-5338
 Arapahoe County

(Sharon Lavery)
	 	 Francesca’s # 63

Saucon Valley
 2960 Center Valley Parkway
#733
 Center Valley, PA 18034
 Tel:
610-798-9901
 Lehigh County
 (Eve
Kabay)
	 	 Francesca’s # 64

Little Rock Ark
 207 N. University Ave.
#180
 Little Rock,AR 72205
 Tel:
501-660-4203
 Pulaski County

(Courtney Lyle)
	 	 Francesca’s # 66

Inwood Village
 5330 West Lover’s Lane
#112
 Dallas TX. 75209
 Tel:
214-351-0649
 Dallas County
 (Cammie
Guzman)
	 	 Francesca’s # 67

Abercorn Walk Shopping Center
 5525 Abercorn St.
Suite#55
 Savannah, GA 31405
 Tel:
912-355-7181
 Chatham County

(Brooke Wanex)

						
	 Francesca’s # 68

Bell Tower
 13499 US 41 SE #119 Space
C-304
 Fort Myers, FL 33907
 Tel:
239-267-5050
 Lee County
 (Carrie
Baxter)
	 	 Francesca’s # 69

Mount Pleasant Town Center
 1237 Belk Drive Suite
S-2
 Mt. Pleasant, SC 29464
 Tel: 843
884 3958
 Charleston County
 (Erica
Scott)
	 	 Francesca’s # 70

Blakeney Center
 9830 Rea Road Suite C

Charlotte, NC 28277
 Tel: 704-544-3104

Mecklenburg County
 (Cherish
Lawrence)
	 	 Francesca’s # 71

Arlington Highlands
 3900 Arlington Highlands
Blvd. #177
 Arlington, TX 76018
 Tel:
817-419-0371
 Tarrant County

(Amanda Mudd)
	 	 Francesca’s # 72

La Palmera Shopping Center
 5488 South Padre
Island Sp# 1430
 Corpus Christi, TX 78411
 Tel: 361-994-4818
 Nueces County
 (Brittany Lee)
	 	 Francesca’s # 73

Shops at Highland Village
 1400 Shoal Creek,
Suite 170
 Highland Village, TX 75077

Tel: 972-966-0400
 Denton County

(Brianne Gilbert)

						
	 Francesca’s # 74

Stone Oak
 22702 US 281, Suite 110

San Antonio, TX 78259
 Tel:
210-481-1382
 Bexar County

(Michelle Shelton)
	 	 Francesca’s # 75

Town Center Plaza
 5256 W. 119th St., Suite
2000
 Leawood, KS 66209
 Tel:
913-696-1272
 Johnson County
 (Lane
Cowan - Acting Area Mgr)
	 	 Francesca’s # 76

Hill Center
 4017 Hillsboro Pike, Suite
308
 Nashville, TN 37215
 Tel:
615-783-0960
 Davidson County

(Lacee Maxedon)
	 	 Francesca’s # 77

The Avenue
 2615 Medical Center Pkwy Suite
1430
 Murfreesboro, TN 37129
 Tel:
615-893-7217
 Rutherford County

(Acting: Andrea Kehoe)
	 	 Francesca’s # 78

Southport Row
 3539 N. Southport unti
15
 Chicago, IL 60657
 Tel:
773-248-4558
 Cook County
 (Ashley
Sydow)
	 	 Francesca’s # 79

Mayfaire Town Center
 6823 Main Street

Wilmington, NC 28405
 Tel:
910-509-0083
 New Hanover County

(Kisha Jennings)

						
	 Francesca’s # 80

King’s Street Charleston
 338 King Street
Unit A
 Charleston, SC 29401
 Tel:
843-577-6848
 Charleston County

(Seanna Reis - Acting Area Mgr)
	 	 Francesca’s # 81

Hill Country Galleria
 12821 Hill Country
Blvd.,
 Suite C2-115
 Bee Cave, TX
78738
 Tel: 512-263-1993
 Travis
County
 (Mariah Hildebrand)
	 	 Francesca’s # 82

Pembroke Gardens
 505 SW 145th Terrace

Pembroke Pines, FL 33027
 Tel:
954-885-5051
 Broward County

(Melissa Pitstick)
	 	 Francesca’s # 83

Perkins Rowe
 10156 Perkins Rowe, Suite
120
 Baton Rouge, LA 70810
 Tel:
225-766-0274
 East Baton Rouge Parish

(Liana Narcisse)
	 	 Francesca’s # 84

Parke West
 9828 Northern Ave., Suite
1750
 Peoria, AZ 85345

623-772-0428
 Maricopa County

(Terrie Humeniuk -Area Mgr)
	 	 Francesca’s # 85

Bridge Street Town Center
 340 The Bridge Street,
Suite 140
 Huntsville, AL 35806
 Tel:
256-327-8595
 Madison County

(Veronica Hawsman)

						
	 Francesca’s # 86

Indian Lake Speciality Center
 300 Indian Lake
Blvd. Bldg. A Ste 160
 Hendersonville, TN 37075
 Tel: 615-822-1266
 Sumner County
	 	 Francesca’s # 87

Vinings Jubilee
 4300 Paces Ferry, Ste
257
 Atlanta, GA 30339
 Tel-
770-431-9672
 Fulton County
	 	 Francesca’s # 88

Kierland Commons
 15211 N. Kierland Blvd. Suite
140
 Scottsdale, AZ 85254
 Tel-
480-991-9481
 Maricopa County
	 	 Francesca’s # 89

Village at Arrowhead
 20022 North 67th Ave. Suite
#122
 Glendale, AZ 85308
 Tel-
623-376-2555 Maricopa County
	 	 Francesca’s # 90

BuckTown
 1920 W. North Ave.

Chicago, IL 60622
 Tel- 773-486-0293

Cook County
	 	 Francesca’s # 91

Zelda Place
 2920-F Zelda Road

Montgomery, AL 36106
 Tel-
334-277-9049
 Montgomery County









 



 
  

											
	(Lindsay Melton)	 	(Taneisha Hughes)	 	(Lauretta Berchiatti)	 	(Kyle Thibault)	 	(Jennifer Harris-Dailey)	 	(Toni Fowler)








 



 
  

											
	 Francesca’s # 92

3333 Magazine Street
 New Orleans, LA
70115
 Tel- 504-899-2118
 Orleans
Parish 
 (Jodi Asher)
	 	 Francesca’s # 93

Watter Creek
 843 Market Street

Allen, TX 75013
 Tel- 214-495-0003

Collin County
 (Carol
Rumberger)
	 	 Francesca’s # 94

Dogwood Festival
 110 Dogwood Blvd., suite G
3B
 Flowood, MS 39232
 Tel-
601-992-9119
 Hinds County

(Constance Davis)
	 	 Francesca’s # 95

Rennisance Place
 1000 Highland Colony Pkwy. Ste
1012
 Ridgeland, MS 39157
 Tel-
601-856-2266
 Madison County

(Alison Hashaw)
	 	 Francesca’s # 96

Birkdale
 16845-B Birkdale Commons
Pkwy.
 Huntersville, NC 28078
 Tel-
704-896-9644
 Mecklenburg County

(Beth Cosner)
	 	 Francesca’s # 97

Legacy Village
 9 DuRhu Dr. Suite 350

Mobile, AL 36608
 Tel- 251-342-1959

Mobile County
 (Ben McCormick-Acting Area
Mgr)

						
	 Francesca’s #98

Village Square @ Dana Park
 1660 S. Val Vista Dr.
Ste. 116
 Mesa, AZ 85204
 Tel-
480-545-2685
 Maricopa County

(Shannon McGuire)
	 	 Francesca’s #99

Columbia Cameron Village
 424 Woodburn
Ave.
 Raleigh, NC 27605
 Tel-
919-829-8250
 Wake County
 (Alissa
Lapen)
	 	 Francesca’s #100

Aspen Grove
 7301 S. Santa Fe Dr. Unit 420
B
 Littleton, CO 80120
 Tel-
303-794-4783
 Arapahoe County

(Melisa House)
	 	 Francesca’s #101

Promenade at Sagemore
 500 Route 73 South, Suite
C-1
 Marlton, NJ 08053
 Tel-
856-983-1146
 Burlington County

(Ashley McAllister -Area Mgr)
	 	 Francesca’s #102

Mizner Park
 322 Plaza Real suite 1322

Boca Raton, FL 33432
 Tel-
561-544-6892
 Palm Beach County

(Val Bravo)
	 	 Francesca’s #103

Casa Paloma
 7131 West Rag Road, suite
26
 Chandler, AZ 85226
 Tel-
480-753-3511
 Maricopa County

(Marcella Daniels)

						
	 Francesca’s #104

Market Common
 3323 Reed Ave., Space
A6-700
 Myrtle Beach, SC 29577
 Tel-
843-238-9320
 Horry County
 (Shelia
Zazinski)
	 	 Francesca’s #105

The Avenue Forsythe
 410 Peachtree Pkwy, Bldg
100, suite 13
 Cumming, GA 30041
 Tel-
678-513-7001
 Forsyth County

(Meaghan Shork)
	 	 Francesca’s #106

Memorial City Mall
 303 Memorial City Mall, space
707A
 Houston, TX 77024
 Tel-
713-468-2108
 Harris County

(Jessica Gonzalez)
	 	 Francesca’s #107

Arboretum @ South Barrington
 100 West Higgins
Road, suite F-35
 South Barrington, IL 60010
 Tel- 847-426-1847
 Lake County
 (Tania Diaz)
	 	 Francesca’s #108

Regency Court
 120 Regency Parkway suite
152
 Omaha, NE 68114
 Tel:
402-397-0740
 Douglas County

(Rachel Haas)
	 	 Francesca’s #109

Crabtree Valley Mall
 4325 Glenwood Ave. suite
1084
 Raleigh, NC 27612
 Tel:
919-783-8602
 Wake County
 (Ashley
Sommerkamp)

						
	 Francesca’s #110

Pinnacle Hills Promenade
 2203 Promenade Blvd.
Suite 2112
 Rogers, AR 72758
 Tel:
479-246-0298
 Benton County

(Danielle Wolf)
	 	 Francesca’s #111

Thruway Center
 284 South Stratford
Rd.
 Winston-Salem, NC 27103
 Tel:
336-722-9598
 Forsyth County
 (Tobi
Foster)
	 	 Francesca’s #112

Promenade Lyons @ Coconut Creek
 4425 Lyons Rd.
suite F-104
 Coconut Creek, FL 33073

Tel: 954-973-4830
 Broward County

(Melissa Bergknoff)
	 	 Francescas’s #113

La Cantera
 15900 LaCantera Pkwy, suite
20100
 San Antonio, TX 78256
 Tel:
210-641-0221
 Bexar County
 (Natalie
Silva)
	 	 Francesca’s #114

Greenville Center
 3801 Kennett Pike, Suite
236
 Greenville, DE 19807
 Tel:
302-655-5222
 New Castle County

(Nicole White)
	 	 Francesca’s #115

Palladium @ City Place
 701 S. Rosemary Ave.
Suite 157
 West Palm Beach, FL 33401

Tel: 561-650-0320
 Palm Beach County

(Cynthia Davin)

						
	 Francesca’s #116

La Encantada
 2905 E. Skyline Dr. Suite
#143
 Tucson, AZ 85718
 Tel:
520-615-1700
 Pima County
 (Stacy
Lybeck)
	 	 Francesca’s #117

Wheaton Town Square
 231a Town Square
Wheaton
 Wheaton, IL 60187
 Tel:
630-588-8780
 DuPage County

(Acting-Lauren Hansen)
	 	 Francesca’s #118

Baybrook Mall
 500 Baybrook Mall, Suite
1198
 Friendswood, TX 77546
 Tel:
281-480-3082
 Galveston County

(Ryssa Nord)
	 	 Francescas’s #119

Destin Commons
 4138 Legendary Dr. Space
B-104
 Destin, FL 32541
 Tel:
850-269-1070
 Okaloosa County
 (Lisa
McTyre)
	 	 Francescas’s #120

Penn Square Mall
 1901 NW Expressway suite
1009A
 Oklahoma City, OK 73118
 Tel:
405-842-8163
 Oklahoma County
 (Lisa
McKinnon)
	 	 Francesca’s #121

The Falls
 8888 SW 136 St. Suite 368

Miami, FL 33176
 Tel: 786-242-8056

Pinellas County
 (Peter
Kasen)

						
	 Francesca’s #122

St Louis Galleria
 1155 St Louis Galleria, Space
#1162
 St Louis, MO 63117
 Tel:
314-862-2677
 St. Louis County

(Erin Hawkins)
	 	 Francesca’s #123

The Forum on Peachtree Pkwy
 5165 Peachtree Pkwy,
Suite #235
 Norcross, GA 30092
 Tel:
678-291-9455
 Gwinnett County

(Eileen Chua)
	 	 Francesca’s #124

Country Club Plaza
 4724 Broadway

Kansas City, MO 64112
 Tel:
816-531-5141
 Jackson County
 (Sarah
Merritt)
	 	 Francesca’s #125

Southpark Mall
 4400 Sharon Rd Ste
E07B
 Charlotte, NC 28211
 Tel:
704-366-3160
 Mecklenburg County

(April Key)
	 	 Francesca’s #126

Woodland Hills
 7021 South Memorial Dr Ste
184A
 Tulsa, OK 74133
 Tel:
918-294-0430
 Tulsa County
 (Laura
Owens)
	 	 Francesca’s #127

Oak Park Mall
 11445 W 95th Street

Overland Park, KS 66214
 Tel:
913-492-3100
 Johnson County

(Maegen Mastalski)

						
	 Francesca’s #128

Eastview Mall
 180 Eastview Mall

Victor, NY 14564
 Tel: 585-223-7932

Ontario County
 (Stephanie
Major)
	 	 Francesca’s #129

Walnut Street
 5426 Walnut St

Pittsburgh, PA 15232
 Tel:
412-621-0355
 Allegheny County

(Emily Glova)
	 	 Francesca’s #130

Oxmoor Mall
 7900 Shelbyville Rd #D06

Louisville, KY 40222
 Tel:
502-425-3385
 Jefferson County

(Jennifer Berelowitz)
	 	 Francesca’s #131

Bridgewater Commons
 400 Bridgewater Commons, Ste
250
 Bridgewater, NJ 08807
 Tel:
908-203-9333
 Somerset County

(Melissa Maltby)
	 	 Francesca’s #132

Bradley Fair
 2000 North Rock Rd, Ste
134
 Wichita, KS 67206
 Tel:
316-630-0272
 Sedgwick County

(Kasey Diehl)
	 	 Francesca’s #133

ABQ Uptown
 2261 Q Street NE, Ste 2F

Albuquerque, NM 87110
 Tel:
505-888-9515
 Bernalillo County

(Sheryl Mizicko)

						
	 Francesca’s #134

Village at Merrick Park
 370 San Lorenzo Ave, Ste
2430
 Coral Gables, FL 33146
 Tel:
305-461-5839
 Miami-Dade County

(Cheryl Hinton)
	 	 Francesca’s #135

Rosedale Mall
 111 Rosedale Center Space
195
 Roseville, MN 55113
 Tel:
651-639-3911
 Ramsey County

(Jennifer Dobbe - Area Mgr)
	 	 Francesca’s #136

Bayshore
 5709 N Centerpark Way

Glendale, WI 53217
 Tel: 414-906-8568

Milwaukee County
 (Rebecca
Young)
	 	 Francesca’s #137

The Avenue
 10300 Southside Blvd, Ste
1490B
 Jacksonville, FL 32256
 Tel:
904-363-8818
 Duval County
 (Andrea
Girard)
	 	 Francesca’s #138

Northpoint Mall
 1190 North Point Circle, Ste
1190
 Alpharetta, GA 30022
 Tel:
678-319-0331
 Fulton County

(Heather Skop)
	 	 Francesca’s #139

West Shore Plaza
 286 West Shore Plaza, Ste
B.6.A
 Tampa, FL 33609
 Tel:
813-289-5319
 Hillsborough County

(Crystal Melton)

						
	 Francesca’s #140

West County Mall
 80 West County Center
#1194
 St Louis, MO 63131
 Tel:
314-909-6664
 St. Louis County

(Michele Donoho)
	 	 Francesca’s #141

Castleton Square
 6020 East 82nd St, Ste
878
 Indianapolis, IN 46250
 Tel:
317-841-0411
 Marion County
 (Brandi
Jo Kelin)
	 	 Francesca’s #142

Park City Center
 214 Park West Center

Lancaster, PA 17601
 Tel: 717-392-5256

Lancaster County
 (Jamie
Thomes)
	 	 Francesca’s #143

West Towne Mall
 42 West Towne Mall,
A10
 Madison, WI 53719
 Tel:
608-833-0052
 Dane County
 (Sara
Streb-Virnig)
	 	 Francesca’s #144

Derby St
 92 Derby St #113

Hingham, MA 02043
 Tel: 781-740-2860

Plymouth 
 (Soledad
Kelly)
	 	 Francesca’s #145

Galleria @ Ft Lauderdale
 2414 E Sunrise Blvd Rm
2089
 Ft Lauderdale, FL 33304-3102

Tel: 954-561-2797
 Broward County

(Miriah Rizzo)

						
	 Francesca’s #146

Southpoint
 6910 Fayetteville Rd Ste
177
 Durham, NC 27713
 Tel:
919-806-8400
 Durham County

(Kimberly Bustillo)
	 	 Francesca’s #147

Danbury Fair Mall
 7 Backus Ave Space
G109
 Danbury, CT 06810
 Tel:
203-730-0613
 Fairfield County

(Deborah White)
	 	 Francesca’s #148

Paramus Park Mall
 1105 Paramus Park

Paramus, NJ 07652
 Tel: 201-265-4441

Bergen County
 (Andrea Vander
Plaat)
	 	 Francesca’s #149

Providence Place
 One Providence Place, Ste
3080
 Providence, RI 02903
 Tel:
401-228-7655
 Providence County

(Maribeth Fabiano)
	 	 Francesca’s #150

The Summit
 4262 Summit Plaza Dr #C-9

Louisville, KY 40241
 Tel:
502-423-1770
 Jefferson County

(Kathryn Blair)
	 	 Francesca’s #151

The Village at Rochester Hills
 160 N Adams
Rd
 Rochester Hills, MI 48309
 Tel:
248-375-2306
 Oakland County
 (Kasey
Hendricks)

						
	 Francesca’s #152

Scottsdale Fashion
 7014 E Camelback Rd Space
B156 Ste #1100
 Cambridge Place #W324

Scottsdale, AZ 85251
 Tel:
480-945-2006
 Maricopa County

(Roxane Kyte)
	 	 Francesca’s #153

Cambridgeside Galleria
 Cambridge, MA
02141
 Tel: 617-374-9400
 Middlesex
County
 (Michelle Pinto)
	 	 Francesca’s #154

Clay Terrace Center
 14395 Clay Terrace Blvd Ste
140
 Space C-31
 Carmel, IN
46032
 Tel: 317-815-6650
 Hamilton
County
 (Brandi Jo Kelin)
	 	 Francesca’s #155

Town Square
 6593 Las Vegas Blvd, Suite
167
 Las Vegas, NV 89119
 Tel:
702-263-4485
 Clark County
 (Erin
Plumlee)
	 	 Francesca’s #156

Northbrook Court
 2171 Northbrook Ct Ste
2056
 Northbrook, IL 60062
 Tel:
847-291-4046
 Cook County
 (Lauren
Schroeder)
	 	 Francesca’s #157

Shops at Somerset Square
 140 Glastonbury Blvd
Ste 34
 Glastonbury, CT 06033
 Tel:
860-652-8877
 Hartford County

(Jessica Begin)

						
	 Francesca’s #158

The Avenue at East Cobb
 4475 Roswell Rd Ste
915
 Marietta, GA 30062
 Tel:
770-321-7878
 Cobb County
 (Krytstal
Carpenter)
	 	 Francesca’s #159

Polaris Town Center
 1500 Polaris Pkwy, Ste
1042
 Columbus, OH 43240
 Tel:
614-846-1982
 Franklin County

(Shovon Agnew)
	 	 Francesca’s #160

Short Pump Town Center
 11800 West Broad St, Ste
1044
 Richmond, VA 23233
 Tel:
804-360-9550
 Henrico County

(Victoria Leftwich)
	 	 Francesca’s #161

Rockaway Townsquare
 301 Mt Hope Ave
#1018
 Rockaway, NJ 07866
 Tel:
973-366-9400
 Morris County

(Jennifer Baker)
	 	 Francesca’s #162

The Shoppes @ Legacy Place
 640 Legacy
Place
 Dedham, MA 02026
 Tel:
781-326-7008
 Norfolk County
 (Kim
Evers)
	 	 Francesca’s #163

Annapolis Mall
 2002 Annapolis Mall, Ste
1484
 Annapolis, MD 21401
 Tel:
410-266-5061
 Anne Arundel County

(Acting:DeAnna Paige)

						
	 Francesca’s #164

Columbiana
 100 Columbiana Circle, Ste
1214
 Columbia, SC 29212
 Tel:
803-407-5744
 Lexington County

(Ashley Aaron)
	 	 Francesca’s #165

Park Place
 5870 E. Broadway Blvd, Ste
416
 Tucson, AZ 85711
 Tel:
520-514-2161
 Pima County

(Christina Butler)
	 	 Francesca’s #166

Brookfield Mall
 95 N. Moorland Rd.
D-22
 Brookfield, WI 53005
 Tel:
262-784-0107
 Waukesha County

(Susan Paasch)
	 	 Francesca’s #167

The Grove at Shrewsbury
 555 Route 35

Shrewsbury NJ 07702
 Tel: 732-741-5022

Monmouth County
 (Wendy
Jennings)
	 	 Francesca’s #168

Haywood Mall
 106 Haywood Road
Suite#1018
 Greenville, South Carolina 29607
 Tel: 864-284-0720
 Greenville County
 (Timothy Norris)
	 	 Francesca’s #169

Menlo Park
 100 Menlo Park Suite#2425

Edison, New Jersey 08837
 Tel:
732-205-0300
 Middlesex County

(Ashley Arcangelo)

						
	 Francesca’s #170

South Shore Plaza
 250 Granite Street
Suite#1250
 Braintree, Massachusetts 02184
 Tel: 781-843-7008
 Norfolk County
 (Michelle Pinto)
	 	 Francesca’s #171

Mall of America
 116 South Blvd

Bloomington, MN 55425

Tel: 952-854-9985
 Hennepin
County
	 	 Francesca’s #172

Independence Center
 1704 Independence Ctr.
Sp#2024
 Independence, MO 64057
 Tel:
816-795-0803
 Jackson County
 (Kelli
Luce)
	 	 Francesca’s #173

Barracks Road Shopping Center
 1127A Emmet
St.
 Charlottesville, VA 22903
 Tel:
434-296-9556
 Charlottesville City County
 (Christy Green)
	 	 Francesca’s #174

Old Orchard Center
 4999 Old Orchard Ctr (space
E-45)
 Skokie, IL 60077
 Tel:
847-568-1290
 Cook County
 (Erin
Collier)
	 	 Francesca’s #175

Bay Street
 5659 Bay Street

Emeryville, CA 94608
 Tel:
510-655-1515
 Alameda County
 (Shani
Pierce)

						
	 Francesca’s #176

Oakbrook Center
 34 Oakbrook Center

Oak Brook, IL 60523
 Tel: 630-368-1440

DuPage County
 (Kara
Scott)
	 	 Francesca’s #177

Natick Collection
 1245 Worcester St., Suite
#1032
 Natick, MA 01760
 Tel:
508-655-7008
 Middlesex County

(Renee Azulay)
	 	 Francesca’s #178

Lakeside Mall
 3301 Veterans Memorial Blvd., Ste.
89
 Metairie, LA 70002

Tel: 504-831-7772
 Jefferson
Parish
 (Jennifer Bryan)
	 	 Francesca’s #179

Rivertown Crossing
 3700 Rivertown Pkwy SW Suite
1050
 Grandville, MI 49418
 Tel:
616-534-5254
 Kent County
 (Brooke
Kasul)
	 	 Francesca’s #180

Garden City Center
 37 Hillside Drive

Cranston, RI 02920
 Tel: 401-270-3257

Providence County
 (Jillian
Kunofsky)
	 	 Francesca’s #181

Waterford Lakes
 497 N Alafaya Tr

Orlando, FL 32828
 Tel: 407-382-7040

Orange County
 (Christine
McKenna)

						
	 Francesca’s #182

Newport Centre
 30 Mall Drive West,
BO9A
 Jersey City, NJ 07310
 Tel:
201-420-0880
 Hudson County 

(Kelly Machusky)
	 	 Francesca’s #183

The Greene
 73 Plum Street

Beavercreek OH 45440
Tel: 937-320-9720

Montgomery County
 (Miranda
McBride)
	 	 Francesca’s #184

Old Towne
 29 University Avenue, Ste.
E29
 Los Gatos, CA 95030

Tel: 408-395-7562
 Santa Clara
County
	 	 Francesca’s #185

Stonestown Galleria
 3251 20th Ave
#118
 San Francisco CA 94132

Tel: 415-564-7800
 San Francisco
County
 (Shannon Damlos Mitchell)
	 	 Francesca’s #186

Coolsprings Galleria
 1800 Galleria Blvd. Suite
#1515
 Franklin TN 37067

Tel: 615-771-9267
 Williamson
County
 (Ashley Johnson)
	 	 Francesca’s #187

Kenwood Town Center
 7875 Montgomery
Rd.
 #R061
 Cincinnati, OH
45236
 Tel: 513-791-0062
 Hamilton
County 
 (Kristin Geraci)









 



 
  

											
	 Francesca’s #188

Riverchase Galleria
 2000 Riverchase Space
118
 Hoover, Al 35244
 Tel:
205-985-8800
 Jefferson County

(Elisabeth McGill)
	 	 Francesca’s #189

Jordan Creek
 101 Jordan Creek Pkwy,
Ste#11172
 West Des Moines, IA 50266

Tel: 515-222-5818
 Polk County

(Leslie Bauman)
	 	 Francesca’s #190

Oakridge Mall
 925 Blossom Hill Rd
#1204
 San Jose, CA 95123
 Tel:
408-225-4700
 San Joaquin County

(Ann Van Aken)
	 	 Francesca’s #191

Maine Mall
 364 Maine Mall Rd S-174

South Portland, ME 04106
 Tel:
207-774-9050
 Cumberland County

(Meghan Dyer)
	 	 Francesca’s #192

Horton Plaza
 173 Horton Plaza

San Diego, CA 92101
 Tel: 619-236-0297

San Diego County
 (Sara
Facundo)
	 	 Francesca’s #193

Watertower Place
 835 N. Michigan Space
#6020
 Chicago, IL 60611
 Tel:
312-202-1798
 Cook County
 (Sabrina
Abney)

						
	 Francesca’s #194

Altamonte Mall
 451 East Altamonte Dr
#2333
 Altamonte Springs, FL 32701

Tel: 407-265-0002
 Seminole County

(Stephanie Jarvis)
	 	 Francesca’s #195

Alderwood Mall
 3000 184th St SW #494

Lynnwood, WA 98037
 Tel: 425-775-4712

Snohomish County
 (Diane
Pastor)
	 	 Francesca’s #196

Glendale Galleria
 1155 Glendale
Galleria
 Glendale, CA 91210
 Tel:
818-241-0203
 Los Angeles County

(Michelle Mancha)
	 	 Francesca’s #197

Cherry Hill Mall
 2000 Route 38 #1260

Cherry Hill, NJ 08002
 Tel:
856-665-7600
 Camden County

(Kimberly Johnson)
	 	 Francesca’s #198

Crocker Park
 161 Main Street

Westlake, OH 44145
 Tel: 440-899-2860

Cuyahoga County
 (Jannelle
Harris)
	 	 Francesca’s #199

North County Mall
 200 E Via Rancho Pkwy
#325
 Escondido, CA 92025
 Tel:
760-781-5541
 San Diego County

(Jeanette Cloakey)

						
	 Francesca’s #200

Deerbrook Mall
 20131 Hwy 59 N #2328

Humble, TX 77338
 Tel: 281-446-0826

Harris County
 (D’Naya
Johnson)
	 	 Francesca’s #201

Pacific Place
 600 Pine Street #253

Seattle WA 98101
 Tel: 206-245-1000

King County
 (Acting: Kimberly
Phommachanh)
	 	 Francesca’s #202

Lynnhaven Mall
 701 Lynnhaven Pkwy, Space
C15B
 Virginia Beach, VA 23452
 Tel:
757-340-4104
 Virginia Beach City

(Madeline Vitug)
	 	 Francesca’s #203

West Town Mall
 7600 Kingston Pike
#1544A
 Knoxville TN 37932
 Tel:
865-470-7296
 Knox County
 (Kayla
Hyder)
	 	 Francesca’s #204

Coral Ridge Mall
 1451 Coral Ridge Ave. Space
402
 Coralville, IA 52241
 Tel:
319-338-5566
 Johnson County

(Ashley Russell)
	 	 Francesca’s #205

Del Monte Center
 690 Del Monte Center

Monterey, CA 93940
 Tel: 831-649-1764

Monterey County

						
	 Francesca’s #206

Twelve Oaks Mall
 27220 Novi Road

Novi, MI 48377
 Tel: 248-305-9440

Oakland County
 (Fannita
King)
	 	 Francesca’s #207

The Oaks
 6391 Newberry Rd.

Gainesville, FL 32605
 Tel:
352-332-5257
 Alachua County
 (Tanya
Wells)
	 	 Francesca’s #208

Galleria @ Roseville
 1151 Galleria Blvd. Ste.
150
 Roseville, CA 95678
 Tel:
916-780-1200
 Placer County
 (Sharon
Richards)
	 	 Francesca’s #209

Southcenter Mall
 611 Southcenter Mall

Seattle, WA 98188
 Tel: 206-444-8955

King County
 (Lindsey
Crane)
	 	 Francesca’s #210

Village at Corte Madera
 1614 Redwood
Highway
 Corte Madera, CA 94925
 Tel:
415-945-9337
 Marin County
	 	 Francesca’s #211

Valencia Mall
 24201 Valencia Blvd, Suite
3537
 Valencia, CA 91355
 Tel:
661-255-9331
 Los Angeles County









 SCHEDULE 4.20 

Insurance 
 See
attached. 

  
 9 








 2010 Summary of Coverage for: 





 

  

			
	



	  	1









 Summary of Coverage 

 

													
	 COVERAGE
	  	POLICY
PERIOD	 	  	CARRIER/
POLICY
NO.	 	  	 LIMITS
	  	 DEDUCTIBLE

	  	  	  	  
	 Workers’

Compensation
	  	  
 
	 10/01/10-
10/01/11
	  
  
	  	  
	 The Hartford
	   
	  	 $1,000,000 Bodily Injury by Accident – each
 accident
 $1,000,000 Bodily Injury by Disease – each

employee
 $1,000,000 Bodily Injury by Disease
– policy limit
	  	 N/A

	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
					
	 General Liability

(Includes

Employee

Benefits)
	  	  
 
	 10/01/10-
10/01/11
	  
  
	  	  
	 The Hartford
	   
	  	 $2,000,000 General Aggregate
 $2,000,000 Products / Completed Operations Agg
 $1,000,000 Personal & Advertising Injury
Liability
 $1,000,000 Each Occurrence Limit
 $300,000 Fire Legal Liability
 $10,000 Medical Expenses (any one person)

 
 Employee Benefits:
 $1,000,000 Each Occurrence
 $2,000,000 Aggregate
	  	 Employee Benefits:
 $1,000

	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
					
	 Business

Automobile
	  	  
 
	 10/01/10-
10/01/11
	  
  
	  	  
	 The Hartford
	   
	  	 $1,000,000 Bodily Injury / Property Damage Limit (CSL)
 $1,000,000 Hired / Borrowed Auto Liability
 $1,000,000 Uninsured/Underinsured Motorists

$50,000 Hired Car Physical Damage Limit
 $2,500
Personal Injury Protection
 $5,000 Medical Payments
 $50 Rental Reimbursement ($1,000 max per day)
	  	 Physical Damage:
 $500 Comp/Collision
  

Deductible for Hired Car

Physical Damage
 ($50,000 limit) -
$500
 Comp/Collision

	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  


  

			
	



	  	2









 Summary of Coverage 

 

							
	 Umbrella
	  	10/01/10-10/01/11	  	The Hartford	  	 Limits of Liability:
 $5,000,000 Each Occurrence
 $5,000,000 Annual Aggregate

$10,000 SIR (Self Insured Retention only applies if the loss is paid
 by the excess policy when the underlying policy does not provide coverage.)
  
 Underlying Limits of Liability:
  
 General Liability:
 $2,000,000 General Aggregate

$2,000,000 Products / Completed Operations Agg

$1,000,000 Personal & Advertising Injury Liability
 $1,000,000 Each Occurrence Limit
  
 Employee Benefits:
 $1,000,000 Aggregate

 
 Automobile:
 $1,000,000 Combined Single Limit (CSL)
  
 Employers’ Liability:
 $1,000,000 Bodily Injury by Accident – each
accident
 $1,000,000 Bodily Injury by Disease – each employee
 $1,000,000 Bodily Injury by Disease – policy limit

	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  


  

			
	



	  	3









 Summary of Coverage 

 

									
	 Commercial Property
	  	10/01/10-10/01/11	  	The Hartford	  	 $11,374,000 Blanket Contents & Betterments & Improvements

 
 $2,300,000 Blanket Business Interruption incl. Extra Expense

 
 $10,000 Utility Services (incl. Overhead Transmission Lines)

 
 $25,000 Leasehold Improvements

 
 Flood - Sublimit equal to individual location Business Personal Property
values and $100,000 Business Income each.
  
 •        500 Baybrook Mall, Suite 1198 Friendswood TX 77546
  

•        15900 LaCantera Pkwy, Ste 20100 San Antonio TX
78256
  

•        1155 Glendale Galleria Space C006 Glendale CA
91210
  

•        20131 Hwy 59 N. Space 2328 Humble, TX 77338
	  	 $25,000 AOP Deductible
 $2,500 Wind/Hail
  
 •        except the following which are included in the blanket limit but have separate Wind/Hail Ded:

 

•        $5,000 – 92 Derby Street, Hingham, MA

 

•        $5,000 – 250 Granite Street, Braintree, MA

 

•        $5,000 – 100 Menlo Park, Edison, NJ

 

•        $5,000 – 701 Lynnhaven Parkway, Virginia Beach,
VA
  

•        $10,000 – 700 Memorial City Mall, Houston,
TX
  

•        2%/72 Hr. Waiting Period – 3480 and 3842 W. 12th
Street, Houston, TX
  

•        2%/72 Hr. Waiting Period – 3233 W. 11th Street, Houston, TX

 
 *Please see page 5 & 6 where properties are written on a specific basis,
not blanketed and separate wind/hail deductibles apply
  
 Flood with $25,000
deductible for:
  

•        500 Baybrook Mall, Suite 1198 Friendswood TX
77546
  

•        15900 LaCantera Pkwy, Ste 20100 San Antonio TX
78256
  

•        1155 Glendale Galleria Space C006 Glendale CA
91210
  

•        20131 Hwy 59 N. Space 2328 Humble, TX
77338

	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  


  

			
	



	  	4









 Summary of Coverage 

 

															
	 Address
	  	 	 	  	 $25,000 AOP Deductible except the

Wind/hail deductible
	  	Specific Limits
BPP
Limit	 	  	Business 
Income
Limit	 
	  	  	  	  
	 6514 Woodway, Houston
	  	 	TX	  	  	$10,000	  	$	59,500	  	  	$	100,000	  
	 5468 West FM 1960, Houston
	  	 	TX	  	  	$10,000	  	$	59,500	  	  	$	100,000	  
	 1141-08 Uptown Blvd, Houston
	  	 	TX	  	  	$10,000	  	$	59,500	  	  	$	100,000	  
	 333 Canal St, New Orleans
	  	 	LA	  	  	10% / 72 hr waiting period	  	$	59,500	  	  	$	100,000	  
	 4022 Westheimer, Houston
	  	 	TX	  	  	$10,000	  	$	59,500	  	  	$	100,000	  
	 30500 Ste Hwy 181, Spanish Fort
	  	 	AL	  	  	$10,000	  	$	59,500	  	  	$	100,000	  
	 5525 Abercorn St, Savannah
	  	 	GA	  	  	$10,000	  	$	59,500	  	  	$	100,000	  
	 13499 US 41 SE, Fort Myers
	  	 	FL	  	  	10% / 72 hr waiting period	  	$	59,500	  	  	$	100,000	  
	 1237 Belk Dr, Mount Pleasant
	  	 	SC	  	  	$10,000	  	$	59,500	  	  	$	100,000	  
	 3820 S. Alameda St, Corpus Christi
	  	 	TX	  	  	$10,000	  	$	59,500	  	  	$	100,000	  
	 6823 Main St, Wilmington
	  	 	NC	  	  	$10,000	  	$	59,500	  	  	$	100,000	  
	 338 King St, Charleston
	  	 	SC	  	  	$10,000	  	$	59,500	  	  	$	100,000	  
	 505 SW 145th Terrace, Pembroke Pines
	  	 	FL	  	  	10% / 72 hr waiting period	  	$	59,500	  	  	$	100,000	  
	 10156 Perkins Rowe, Baton Rouge
	  	 	LA	  	  	10% / 72 hr waiting period	  	$	59,500	  	  	$	100,000	  
	 3333 Magazine St, New Orleans
	  	 	LA	  	  	10% / 72 hr waiting period	  	$	59,500	  	  	$	100,000	  
	 9 Durhu Dr, Mobile
	  	 	AL	  	  	$10,000	  	$	59,500	  	  	$	100,000	  
	 500 Route 73 S, Marlton
	  	 	NJ	  	  	$5,000	  	$	59,500	  	  	$	100,000	  
	 322 Plaza Real, Boca Raton
	  	 	FL	  	  	10% / 72 hr waiting period	  	$	59,500	  	  	$	100,000	  
	 3323 Reed Ave, Myrtle Beach
	  	 	SC	  	  	$10,000	  	$	59,500	  	  	$	100,000	  
	 4425 Lyons Rd, Coconut Creek
	  	 	FL	  	  	10% / 72 hr waiting period	  	$	59,500	  	  	$	100,000	  


  

			
	



	  	5









 Summary of Coverage 

 

													
	 Address
	  	 	  	 Wind/hail deductible
	  	BPP Limit	 	  	Business 
Income
Limit	 
	  	  	  	  
	 701 S. Rosemary Ave, W. Palm Beach
	  	FL	  	10% / 72 hr waiting period	  	$	59,500	  	  	$	100,000	  
	 4300 Legendary Dr., Destin
	  	FL	  	10% / 72 hr waiting period	  	$	59,500	  	  	$	100,000	  
	 500 Baybrook Mall, Friendswood
	  	TX	  	$10,000	  	$	59,500	  	  	$	100,000	  
	 8888 SW 136 St., Miami
	  	FL	  	10% / 72 hr waiting period	  	$	59,500	  	  	$	100,000	  
	 370 San Lorenzo Ave, Coral Gables
	  	FL	  	10% / 72 hr waiting period	  	$	67,500	  	  	$	100,000	  
	 10300 Southside Blvd, Jacksonville
	  	FL	  	10% / 72 hr waiting period	  	$	67,500	  	  	$	100,000	  
	 286 West Shore Plaza, Tampa
	  	FL	  	10% / 72 hr waiting period	  	$	67,500	  	  	$	100,000	  
	 2261 Town Center Ave, Viera
	  	FL	  	10% / 72 hr waiting period	  	$	59,500	  	  	$	100,000	  
	 2414 E Sunrise Blvd, Ft. Lauderdale
	  	FL	  	10% / 72 hr waiting period	  	$	67,500	  	  	$	100,000	  
	 413 N Alafaya Trail, Orlando
	  	FL	  	10% / 72 hr waiting period	  	$	67,500	  	  	$	100,000	  
	 451 E. Altamonte Dr, Altamonte Springs,
	  	FL	  	10% / 72 hr waiting period	  	$	67,500	  	  	$	100,000	  
	 3301 Veterans Blvd, Metairie
	  	LA	  	10% / 72 hr waiting period	  	$	67,500	  	  	$	100,000	  
	 100 Cambridgeside Place, Cambridge
	  	MA	  	$5,000	  	$	67,500	  	  	$	100,000	  
	 597 Route 35, Shrewsbury,
	  	NJ	  	$5,000	  	$	67,500	  	  	$	100,000	  
	 30 Mall Dr, Jersey City
	  	NJ	  	$5,000	  	$	67,500	  	  	$	100,000	  
	 1155 Glendale Galleria, Glendale
	  	CA	  	$2,500	  	$	67,500	  	  	$	100,000	  
	 15300 LaCantera Pkwy, San Antonio
	  	TX	  	$2,500	  	$	59,500	  	  	$	100,000	  
	 20131 Hwy 59 N., Humble
	  	TX	  	$2,500	  	$	67,500	  	  	$	100,000	  
		  		  		  	 	 	 	  	 	 	 
	 TOTAL
	  		  		  	$	2,357,000	  	  	$	3,800,000	  
		  		  		  	 	 	 	  	 	 	 


  

			
	



	  	6









 Summary of Coverage 

 

											
	 Directors & Officers Liability

Employment Practices Liability

Fiduciary Liability
	  	  
	 04/16/10-04/16/11
	   
	  	 Chartis
	  	 D&O / EPL

$5,000,000 Aggregate Limit
  
 Fiduciary
 $1,000,000 Limit
	  	 D&O

$50,000
  
 EPL
 $50,000

 
 Fiduciary
 N/A

					
	 ERISA Compliance Bond
	  	 	10/01/09-10/01/12	  	  	Travelers	  	$15,000 Per Occurrence	  	Not Applicable


  

			
	



	  	7









 SCHEDULE 8.1 

Existing Indebtedness 
 None. 

  
 10 









 SCHEDULE 8.2 

Existing Liens 
  

	1.	Liens granted pursuant to the Terms of Service, effective as of July 5, 2008, by and among Francesca’s Collections, Elavon (f/k/a NOVA Information System,
Inc.) and Wachovia Bank, National Association. 


  
 11 









 SCHEDULE 8.3 

Existing Investments 
 None. 

  
 12 









 SCHEDULE 8.10 

Existing Third-Party Restrictions 
 None. 

  
 13 









 PERFECTION CERTIFICATE 

In connection with that certain Credit Agreement, dated as of November 17, 2010 (as it may be amended, amended and restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Francesca’s Collections, Inc., as
borrower (the “Borrower”), Francesca’s LLC, the other Guarantors from time to time party thereto, the Lenders from time party thereto, the L/C Issuer, Royal Bank of Canada as Administrative Agent, Royal Bank of Canada as
Collateral Agent for the Secured Parties, and the other parties party thereto, the Borrower hereby certifies on behalf of itself and the Guarantors as follows: 
 I. CURRENT INFORMATION 
 A. Legal Names,
Organizations, Jurisdictions of Organization and Organizational Identification Numbers. The full and exact legal name1 (as it appears in each respective certificate or articles of incorporation, limited liability membership agreement or
similar organizational documents, in each case as amended to date), the type of organization (or if the Borrower or a particular Guarantor is an individual, please indicate so), the jurisdiction of organization (or formation, as applicable), and the
organizational identification number2 (not tax i.d.
number) of the Borrower and each other Guarantor are as follows: 
  

							
	 Name of Borrower/Guarantor
	  	 Type of Organization (e.g.

corporation, limited

liability company, limited
partnership)
	  	 Jurisdiction of

Organization/

Formation
	  	 Organizational

Identification Number3

	 Francesca’s Collections, Inc.
	  	corporation	  	Texas	  	0800750778
	 (Borrower)
	  		  		  	
				
	 Francesca’s LLC (Guarantor)
	  	limited liability company	  	Delaware	  	4895087

 B. Chief Executive Offices and Mailing Addresses. The chief executive office address
(or the principal residence if the Borrower or a particular Guarantor is a natural person) and the preferred mailing address (if different than chief executive office or residence) of the Borrower and each other Guarantor are as follows: 

 

					
	 Name of Borrower/Guarantor
	  	 Address of Chief Executive Office

(or for natural persons, residence)
	  	 Mailing Address (if different than

CEO or residence)

	 Francesca’s Collections, Inc.
	  	 3480 West 12th Street
 Houston, TX 77008
	  	
	 Francesca’s LLC
	  	3480 West 12th Street	  	
		  	Houston, TX 77008	  	


  
 258









 C. Special Borrowers. Except as specifically identified below none of
the Guarantors is a: (i) transmitting utility (as defined in Section 9-102(a)(80)), (ii) primarily engaged in farming operations (as defined in Section 9-102(a)(35)), (iii) a trust, (iv) a foreign air carrier within the
meaning of the federal aviation act of 1958, as amended or (v) a branch or agency of a bank which bank is not organized under the law of the United States or any state thereof. 

 

			
	 Name of Borrower/Guarantor
	  	 Type of Special Guarantor

	 N/A
	  	

 D. Trade Names/Assumed Names. 

Current Trade Names. Set forth below is each trade name or assumed name currently used by the Borrower or any other Guarantor or by
which the Borrower or any Guarantor is known or is transacting any business: 
  

					
	 Borrower/Guarantor
	  	 Trade/Assumed Name
	  	 
	 Francesca’s Collections, Inc.
	  	Francesca’s Collections	  	

 E. Changes in Names, Jurisdiction of Organization or Corporate Structure.

 Except as set forth below, neither the Borrower nor any other Guarantor has changed its name, jurisdiction of organization or
its corporate structure in any way (e.g. by merger, consolidation, change in corporate form, change in jurisdiction of organization or otherwise) within the past five (5) years: 

 

							
	 Borrower/Guarantor
	  	 Date of Change
	  	  	  	 Description of Change

	 Francesca’s Collections, Inc.
	  	June 15, 2006	  		  	Francesca’s Collections, Inc. converted from a Texas corporation to a Texas limited partnership under the name “Francesca’s Collections,
Ltd.”
	 Francesca’s Collections, Inc.
	  	December 27, 2006	  		  	Francesca’s Collections, Inc. converted from a Texas limited partnership to a Texas corporation

 F. Prior Addresses. 

Except as set forth below, neither the Borrower nor any other Guarantor has changed its chief executive office, or principal residence if
the Borrower or a particular Guarantor is a natural person, within the past five (5) years: 
  

					
	 Borrower/Guarantor
	  	 Prior Address/City/State/Zip Code
	  	 
			
	 Francesca’s Collections, Inc.
	  	4709 Allen Street, Houston, TX 77007	  	


  
 259









 G. Acquisitions of Equity Interests or Assets. 

Except as set forth below, neither the Borrower nor any Guarantor has acquired the equity interests of another entity or substantially all
the assets of another entity within the past five (5) years: 
  

							
	 Borrower/Guarantor
	  	 Date of Acquisition
	  	 	  	 Description of Acquisition

	 Francesca’s Collections, Inc.
	  	January 1, 2008	  		  	Roll-up of California subsidiary called Francesca’s Collections of CA, Inc.

 H. Corporate Ownership and Organizational Structure. 

Attached as Exhibit H hereto is a true and correct chart showing the ownership relationship of the Borrower and all of its affiliates.

 II. INFORMATION REGARDING CERTAIN COLLATERAL 
 A. Investment Related Property 
 1. Equity
Interests. Set forth below is a list of all equity interests owned by the Borrower and each Guarantor together with the type of organization which issued such equity interests (e.g. corporation, limited liability company, partnership
or trust): 
  

																									
	 Borrower/ Guarantor
	  	Issuer	  	Type of
Organization	  	# of
Shares
Owned	 	  	Total Shares
Outstanding	 	  	% of
Interest
Pledged	 	 	Certificate No.
(if uncertificated,
please indicate so)	 	  	Par
Value	 
	 Francesca’s LLC
	  	Francesca’s
Collections,
Inc.	  	Limited
liability
company	  	 	1000	  	  	 	1000	  	  	 	100	% 	 	 	2	  	  	$	0.01	  

 2. Securities Accounts. Set forth below is a list of all securities
accounts in which the Borrower or any other Guarantor customarily maintains securities or other assets having an aggregate value in excess of $10,000: 
  

					
	 Borrower/Guarantor
	  	 Type of Account
	  	 Name & Address of

Financial Institutions

	 N/A
	  		  	


  
 260









 3. Deposit Accounts. Set forth below is a list of all
bank accounts (checking, savings, money market or the like) in which the Borrower or any other Guarantor customarily maintains in excess of $10,000: 
  

							
	 Borrower/Guarantor
	  	 Type of Account
	  	 Name & Address of Financial Institutions
	  	Account Numbers
	 Francesca’s

Collections, Inc.
	  	Checking/Depository	  	 Wachovia Bank N.A.
 2500 City
West Blvd.,
 Suite 1100 Houston,
 TX
77042
	  	2000018605974
				
	 Francesca’s

Collections, Inc.
	  	Depository	  	 JPMorgan Chase N.A.
 545 W.
19th St.

TX2-6116 Houston,
 TX 77008
	  	753869049
				
	 Francesca’s

Collections, Inc.
	  	Checking/Depository	  	 Fifth Third Bank PO
 Box 630900
Cincinnati,
 OH 45263-0900
	  	7341254758
				
	 Francesca’s

Collections, Inc.
	  	Depository	  	Bank of America N.A. 700 Louisiana Street,
7th Floor Houston, TX 77002	  	488009065309
				
	 Francesca’s

Collections, Inc.
	  	Depository	  	 Wells Fargo Bank
 N.A. 1500
Waugh Drive Houston, TX 77019
	  	412-1623185
				
	 Francesca’s

Collections, Inc.
	  	Certificate of Deposit	  	 JPMorgan Chase N.A.
 545 W.
19th St.

TX2-6116 Houston,
 TX 77008
	  	81305128624

 4. Debt Securities & Instruments. Set forth below is a list
of all debt securities and instruments owed to the Borrower or any other Guarantor in the principal amount of greater than $10,000: 
  

							
	 Borrower/Guarantor
	  	 Issuer of Instrument
	  	 Principal Amount of Instrument
	  	 Maturity Date

	 N/A
	  		  		  	


  
 261









 B. Intellectual Property. Set forth below is a list of all copyrights,
patents, and trademark, all applications and licenses thereof and other intellectual property owned or used, or hereafter adopted, held or used, by the Borrower and each other Guarantor: 

1. Copyrights, Copyright Applications and Copyright Licenses 

 

									
	 Borrower/Guarantor
	  	 Title
	  	 Filing Date/Issued Date
	  	 Status
	  	 Application/ Registration No.

	 N/A
	  		  		  		  	

 2. Patents, Patent Applications and Patent Licenses 

 

									
	 Borrower/Guarantor
	  	 Title
	  	 Filing Date/Issued Date
	  	 Status
	  	 Application/ Registration No.

	 N/A
	  		  		  		  	

 3. Trademarks, Trademark Applications and Trademark Licenses 

 

									
	 Borrower/Guarantor
	  	 Title
	  	 Filing Date/Issued Date
	  	 Status
	  	 Application/ Registration No.

	 Francesca’s Collections, Inc.
	  	Francesca’s Collections (word mark)	  	Issued December 9, 2008	  	 Active
	  	 No. 3,542,854


 C. Tangible Personal Property in Possession of Warehousemen, Bailees and Other Third
Parties. Except as set forth below, no persons (including, without limitation, warehousemen and bailees) other than the Borrower or any other Guarantor have possession of any material amount (fair market value of $10,000 or more) of
tangible personal property of the Borrower or any other Guarantor: 
  

							
	 Borrower/Guarantor
	  	 Address/City/State/Zip Code
	  	 County
	  	 Description of Assets and Value

				
	 N/A
	  		  		  	


  
 262









 D. Tangible Personal Property in Former Article 9 Jurisdictions and
Canada. Set forth below are all the locations within the Commonwealth of Puerto Rico and any Province of Canada where the Borrower or any other Guarantor currently maintains or has maintained any material amount (fair market value of
$10,000 or more) of its tangible personal property (including goods, inventory and equipment) of such Borrower or any other Guarantor (whether or not in the possession of such Borrower or any other Guarantor) within the past five (5) years:

  

					
	 Borrower/Guarantor
	  	 Address/City/Province or Commonwealth
	  	  
			
	 N/A
	  		  	

 E. Real Estate Related UCC Collateral 

1. Fixtures. Set forth below are all the locations where the Borrower or any other Guarantor owns or
leases any real property: 
  

							
	 Borrower/Guarantor
	  	 Address/City/State/Zip Code
	  	 County
	  	 Owned or
Leased

				
	 Francesca’s Collections, Inc.
	  	3480 West 12th Street, Houston, TX 77008	  	Harris	  	Leased
				
	 Francesca’s Collections, Inc.
	  	3482 West 12th Street, Houston, TX 77008	  	Harris	  	Leased
				
	 Francesca’s Collections, Inc.
	  	3484 12th Street, Houston, TX 77008	  	Harris	  	Leased
				
	 Francesca’s Collections, Inc.
	  	3233 West 11th Street, Houston, TX 77008	  	Harris	  	Leased

 In addition, please see attached list of leased store properties. 

2. “As Extracted” Collateral. Set forth below are all the locations where the Borrower or
any other Guarantor owns, leases or has an interest in any wellhead or minehead: 
  

					
	 Borrower/Guarantor
	  	 Address/City/State/Zip Code
	  	 County

			
	 N/A
	  		  	

 3. Timber to be Cut. Set forth below are all locations where the
Borrower or any other Guarantor owns goods that are timber to be cut: 
  

					
	 Borrower/Guarantor
	  	 Address/City/State/Zip Code
	  	 County

			
	 N/A
	  		  	


  
 263









 III. AUTHORITY TO FILE FINANCING STATEMENTS 

The undersigned, on behalf of the Borrower and each Guarantor, hereby authorizes the Collateral Agent to file financing or continuation
statements, and amendments thereto, in all jurisdictions and with all filing offices as the Collateral Agent may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted or to be granted to the
Collateral Agent under the Guaranty and Security Agreement. Such financing statements may describe the collateral in the same manner as described in the Guaranty and Security Agreement or may contain an indication or description of collateral that
describes such property in any other manner as the Collateral Agent may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the collateral granted to the Collateral Agent,
including, without limitation, describing such property as “all assets” or “all personal property.” 

  
 264









 IN WITNESS WHEREOF, the undersigned hereto has caused this Perfection Certificate to be
executed as of this 17th day of November, 2010 by its officer thereunto duly authorized. 
  

			
	FRANCESCA’S COLLECTIONS, INC.
		
	 By:
	 	 /s/ John De Meritt

		 	Name: John De Meritt
		 	Title: Chief Executive Officer
	
	 FRANCESCA’S LLC

		
	 By:
	 	 /s/ John De Meritt

		 	Name: John De Meritt
		 	Title: Chief Executive Officer


 [Signature Page to Perfection Certificate] 

  
 265









 End Notes 
 1. It is crucial that the full and exact name of each Grantor is given. Even seemingly minor errors such as substituting “n.a.” for “national association” or “inc.” for
“incorporated” may be seriously misleading in some states. 
 2. Please note that the organizational identification number is not
the same as the federal employer’s tax identification number. The organizational identification number is customarily issued by the Secretary of State or State Corporations Department in the State under which the particular entity had been
organized or formed and may be found on its organizational documents. 
 3. If a Grantor does not have an organizational identification number,
please indicate “none.” Additionally, organizational identification numbers are not required for entities organized under the laws of New York, Delaware, Connecticut, Georgia or Ohio for financing statements filed in such states. Such
organizational identification numbers nevertheless may be required for financing statements filed in respect of entities organized under the foregoing states but filed in other states, e.g. in respect of fixtures. 

  
 266









 



 

  
 -267-









 Schedule 6 

None. 

  
 -268-