EX-10.1





 Exhibit 10.1 

Execution Version 

AMENDMENT No. 9, dated as of June 24, 2021 (this “Amendment”), to the Credit Agreement dated as
of February 24, 2011, as amended by that certain Amendment No. 1 dated as of May 16, 2012, as further amended by that certain Amendment No. 2 dated as of February 15, 2013, as further amended by that certain Amendment
No. 3 dated as of May 17, 2013, as further amended by that certain Amendment No. 4 dated as of August 13, 2014, as further amended by that certain Amendment No. 5 dated as of July 29, 2016, as further amended by that
certain Amendment No. 6 dated as of November 17, 2017, as further amended by that certain Amendment No. 7 dated as of November 2, 2018 and as further amended by that certain Amendment No. 8, dated as of February 26,
2020 among BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, a Florida corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time party to the Credit Agreement (the
“Lenders”), JPMORGAN CHASE BANK, N.A., as Administrative Agent (the “Administrative Agent”) and Collateral Agent and the other parties thereto (as amended, restated, modified and supplemented from time to time prior
to the effectiveness of this Amendment, the “Credit Agreement”), by and among the Borrower, the Facility Guarantors party hereto, each Lender party hereto and the Administrative Agent, as Administrative Agent and as Additional Term B-6 Lender (as defined in Exhibit A). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. 

WHEREAS, the Borrower desires to amend the Credit Agreement and certain other Loan Documents on the terms set forth herein; 

WHEREAS, Section 9.02 of the Credit Agreement provides that the relevant Loan Parties and the Required Lenders may amend the Credit
Agreement and the other Loan Documents for certain purposes including to permit additional extensions of credit to be included in the Credit Agreement; and 

WHEREAS, (i) each Amendment No. 9 Consenting Lender (as defined in Exhibit A) has agreed, on the terms and conditions set
forth herein, to consent to the amendments to the Loan Documents as provided in Section 1 below, (ii) each Amendment No. 9 Consenting Lender that has indicated on its signature page that it is consenting to
convert its Term B-5 Loans (as defined in Exhibit A) into Term B-6 Loans (as defined in Exhibit A) on the Amendment No. 9 Effective Date will
have up to all of its outstanding Term B-5 Loans, converted into a like principal amount of Term B-6 Loans effective as of the Amendment No. 9 Effective Date (as
defined below) and (iii) the Additional Term B-6 Lender has agreed to make a Term B-6 Loan pursuant to the Additional Term
B-6 Commitment (as defined in Exhibit A) in a principal amount equal to $961,415,000.00 minus the principal amount of Term B-6 Loans resulting from Converted Term
B-5 Loans (as defined in Exhibit A), the proceeds of which shall be applied to repay in full the Non-Converted Term B-5
Loans (as defined in Exhibit A). 
 NOW, THEREFORE, in consideration of the premises contained herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows: 

Section 1. Amendment. The Credit Agreement is, effective as of the Amendment No. 9 Effective Date, hereby amended to
delete the stricken text (indicated textually 












 
in the same manner as the following example: stricken
text) and to add the double-underlined text (indicated textually in the same manner as the following example:
double-underlined text) as set forth in the pages of the
Credit Agreement attached as Exhibit A hereto (the “Amended Credit Agreement”). 
 Section 2.
Representations and Warranties, No Default. The Borrower hereby represents and warrants that as of the Amendment No. 9 Effective Date, after giving effect to the amendments set forth in this Amendment, (i) no Default or Event
of Default exists and is continuing, (ii) a list of all mortgaged real property attached hereto as Exhibit B is true and correct in all material respects, and (iii) all representations and warranties contained in the Amended Credit
Agreement are true and correct in all material respects on and as of the date hereof, as though made on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case
they were true and correct in all material respects as of such earlier date. 
 Section 3. Effectiveness. Section 1
of this Amendment shall become effective on the date (such date, if any, the “Amendment No. 9 Effective Date”) that the following conditions have been satisfied or waived: 

(i) Consents. The Administrative Agent shall have received executed signature pages hereto from Lenders constituting the
Required Lenders, the Additional Term B-6 Lender and each Loan Party; 
 (ii) Fees
and Expenses. The Administrative Agent shall have received (x) all fees required to be paid (including pursuant to each Fee Letter (as defined in the Engagement Letter (as defined below))), and all expenses required to be paid or
reimbursed, in each case under the amended and restated Engagement Letter dated as of June 17, 2021 (the “Engagement Letter”), among the Borrower, JPMorgan Chase Bank, N.A, BofA Securities, Inc., Goldman Sachs Bank USA and
Wells Fargo Securities, LLC in the case of expenses, for which invoices have been presented at least three (3) Business Days prior to the Amendment No. 9 Effective Date, in each case on or before the Amendment No. 9 Effective Date and
(y) for the account of each Lender with a Converted Term B-5 Loan and/or Additional Term B-6 Commitment, a fee equal to 0.50% of the aggregate principal amount of
such Lender’s Converted Term B-5 Loans and Additional Term B-6 Commitment outstanding immediately prior to the Amendment No. 9 Effective Date; 

(iii) Legal Opinions. The Agents and the Arrangers shall have received a customary written opinion of
(w) Christopher Schaub, Vice President, Assistant General Counsel and Assistant Secretary of the Borrower, (x) Skadden, Arps, Slate, Meagher and Flom LLP, special counsel for the Loan Parties, (y) Akerman LLP, special Florida counsel
for certain Loan Parties organized under the laws of Florida, and (z) Goldman Antonetti & Córdova, LLC, special Puerto Rican counsel for Burlington Coat Factory of Puerto Rico, LLC. The Loan Parties hereby request such counsel
to deliver such opinions; 

  
 -2- 













 (iv) KYC Information. (x) Upon the reasonable request of any
Lender made at least ten days prior to the Amendment No. 9 Effective Date, the Borrower shall have provided to such Lender the documentation and other information so requested in connection with applicable “know your customer” and
anti-money-laundering rules and regulations, including the PATRIOT Act, in each case at least 3 Business Days prior to the Amendment No. 9 Effective Date; and (y) at least 3 Business Days prior to the Amendment No. 9 Effective Date,
the Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation (31 C.F.R. § 1010.230) shall deliver a Beneficial Ownership Certification in relation to the Borrower; 

(v) Officer’s Certificate. The Administrative Agent shall have received a certificate of a Responsible Officer of
the Borrower dated the Amendment No. 9 Effective Date certifying as to the satisfaction (or waiver) of the conditions set forth in Section 2; and 

(vi) Flood Determinations. The Administrative Agent shall have received a completed “Life of Loan” Federal
Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower and the applicable
Loan Party relating thereto) and, if any such Mortgaged Property is located in a special flood hazard area, evidence of flood insurance as required pursuant to Section 5.07(c) of the Credit Agreement. 

Section 4. Fungibility. The parties hereto agree to treat all Term B-6
Loans, whether issued for cash or upon a conversion from the Term B-5 Loans, as one fungible tranche for U.S. federal and applicable state and local income tax purposes. 

Section 5. Post-Closing Agreements. The Company shall comply with the post-closing covenants set forth on Schedule
I. 
 Section 6. Counterparts. This Amendment may be executed in any number of counterparts and by different parties
hereto on separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all of which when taken together shall constitute a single instrument. The words “execution,” “signed,”
“signature,” “delivery,” and words of like import in or relating to this Amendment and/or any document to be signed in connection with this letter agreement and the transactions contemplated hereby shall be deemed to include
Electronic Signatures (as defined below), deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of
a paper-based recordkeeping system, as the case may be. “Electronic Signatures” means any electronic symbol or process attached to, or associated with, any contract or other record and adopted by a person with the intent to sign,
authenticate or accept such contract or record. 

  
 -3- 













 Section 7. Applicable Law. 

(a) THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 

(b) ANY LEGAL ACTION OR PROCEEDING ARISING UNDER THIS AMENDMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF
THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS AMENDMENT, OR THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES FOR THE
SOUTHERN DISTRICT OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN IN NEW YORK CITY, AND BY EXECUTION AND DELIVERY OF THIS AMENDMENT, EACH PARTY HERETO CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THOSE
COURTS. EACH PARTY HERETO IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR
PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS AMENDMENT OR ANY OTHER DOCUMENT RELATED HERETO. EACH PARTY HERETO WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY NEW YORK
LAW. 
 Section 8. Headings. The headings of this Amendment are for purposes of reference only and shall not limit or
otherwise affect the meaning hereof. 
 Section 9. Effect of Amendment. Except as expressly set forth herein,
(i) this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders, the Administrative Agent or any other Agent, in each case under the Credit Agreement or
any other Loan Document, and (ii) shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of either such agreement or any
other Loan Document. Each and every term, condition, obligation, covenant and agreement contained in the Credit Agreement as amended hereby, or any other Loan Document as amended hereby, is hereby ratified and
re-affirmed in all respects and shall continue in full force and effect. This Amendment shall constitute a Loan Document for purposes of the Credit Agreement and from and after the Amendment No. 9
Effective Date, all references to the Credit Agreement in any Loan Document and all references in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit
Agreement, shall, unless expressly provided otherwise, refer to the Credit Agreement as amended by this Amendment. Each of the Loan Parties hereby consents to this Amendment and confirms that all obligations of such Loan Party under the Loan
Documents to which such Loan Party is a party shall continue to apply to the Credit Agreement as amended hereby. 
 Section 10.
Reaffirmation. Each of the Loan Parties hereby consents to the amendment of the Loan Documents described in Section 1 of this Amendment and hereby 

  
 -4- 













 
confirms its respective guarantees, pledges, grants of security interests, subordinations and other obligations, as applicable, under and subject to the terms of each of the Loan Documents to
which it is party, and confirms, agrees and acknowledges that, notwithstanding the consummation of this Amendment, such guarantees, pledges, grants of security interests, subordinations and other obligations, and the terms of each of the Loan
Documents to which it is a party, except as expressly modified by this Amendment, are not affected or impaired in any manner whatsoever and shall continue to be in full force and effect and shall also guarantee and secure all obligations as amended
and reaffirmed pursuant to the Credit Agreement and this Amendment. Each of the Loan Parties confirms, acknowledges and agrees that the Lenders and the Additional Term B-6 Lender providing Term B-6 Loans are “Lenders” and “Secured Parties” for all purposes under the Loan Documents. For the avoidance of doubt, each Loan Party hereby restates the provisions of Section 2.01 of
the Security Agreement and Section 2 of the Pledge Agreement and agrees that all references in the Security Agreement and the Pledge Agreement to the “Secured Obligations” shall include the Term
B-6 Loans. Neither this Amendment nor the Credit Agreement (as amended by this Amendment) shall constitute a novation of the Credit Agreement or any other Loan Document. 

Section 11. WAIVER OF RIGHT TO TRIAL BY JURY. 

EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL
PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AMENDMENT (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY); AND WAIVES DUE DILIGENCE, DEMAND, PRESENTMENT AND PROTEST AND ANY NOTICES THEREOF AS WELL AS NOTICE OF NONPAYMENT.
EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS, AND
(B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AMENDMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. 

[Remainder of page left intentionally blank] 

  
 -5- 













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

					
	 BURLINGTON COAT FACTORY WAREHOUSE CORPORATION,

as Borrower

		
	 By:
	 	 /s/ David Glick

		 	Name:	 	 David Glick

		 	Title:	 	 Senior Vice President of Investor Relations and Treasurer

	
	 BURLINGTON COAT FACTORY HOLDINGS, LLC,

as a Facility Guarantor

		
	 By:
	 	 /s/ David Glick

		 	Name:	 	 David Glick

		 	Title:	 	 Senior Vice President of Investor Relations and Treasurer

	
	 BURLINGTON COAT FACTORY INVESTMENTS HOLDINGS, INC.,

as a Facility Guarantor

		
	 By:
	 	 /s/ David Glick

		 	Name:	 	 David Glick

		 	Title:	 	 Senior Vice President of Investor Relations and Treasurer

	
	 EACH OF THE SUBSIDIARIES LISTED ON ANNEX A HERETO,

as Facility Guarantors

		
	 By:
	 	 /s/ David Glick

		 	Name:	 	 David Glick

		 	Title:	 	 Senior Vice President of Investor Relations and Treasurer




  
 [Signature Page to
Burlington Coat Factory Amendment No. 9] 













 
					
	 JPMORGAN CHASE BANK, N.A.,
 as
Administrative Agent, Collateral Agent and the Additional Term B-6 Lender

		
	 By:
	 	 /s/ James A. Knight

		 	Name:	 	James A. Knight
		 	Title:	 	Executive Director



  
 [Signature Page to
Burlington Coat Factory Amendment No. 9] 














  
 [Signature Page to
Burlington Coat Factory Amendment No. 9] 













 The undersigned Lender hereby consents to this Amendment and, to the extent set forth below, to the
conversion of all of its Term B-5 Loans to Term B-6 Loans (or such lesser amount as may be notified to such Lender by the Administrative Agent prior to the Amendment
No. 9 Effective Date) on the Amendment No. 9 Effective Date: 
  

					
	  

	(Name of Institution including branch if applicable)
		
	 By:
	 	  

		 	Name:	 	
		 	Title:	 	
	
	[If a second signature is necessary:
		
	By:	 	  

		 	Name:	 	
		 	Title:]	 	


  

					
	Check the box to the right to request that your Term B-5 Loans be converted to Term B-6 Loans:	  	☐	  	


  
 [Signature Page to
Burlington Coat Factory Amendment No. 9] 













 Schedule I 

1. With respect to each existing Mortgage encumbering Mortgaged Property, deliver to the Collateral Agent the following within one hundred eighty
(180) days after the Amendment No. 9 Effective Date, unless extended by the Administrative Agent in its sole discretion: 
  

	 	•	 	 either: 



(A) email correspondence provided to the Collateral Agent in form and substance reasonably satisfactory to the Collateral
Agent, from local counsel in the jurisdiction in which the Mortgaged Property is located substantially to the effect that: 
 (1) the
recording of the existing Mortgage is the only filing or recording necessary to give constructive notice to third parties of the lien created by such Mortgage as security for the Obligations (as defined in the Mortgage), including the Obligations
evidenced by the Credit Agreement, as amended pursuant to this Amendment, and the other documents executed in connection therewith, for the benefit of the Secured Parties; and 

(2) no other documents, instruments, filings, recordings, re-recordings, re-filings or other actions, including, without limitation, the payment of any mortgage recording taxes or similar taxes, are necessary or appropriate under applicable law in order to maintain the continued
enforceability, validity or priority of the Lien created by such Mortgage as security for the Obligations, including the Obligations evidenced by the Credit Agreement, as amended pursuant to this Amendment, and the other documents executed in
connection therewith, for the benefit of the Secured Parties; or 
 (B) such other documentation with respect to the
Mortgaged Property, in each case in form and substance reasonably acceptable to the Collateral Agent, as shall confirm the enforceability, validity and perfection of the lien in favor of the Secured Parties, including, if determined to be necessary
or advisable by the Collateral Agent: 
 (1) an amendment to the existing Mortgage (the “Mortgage Amendment”) duly executed
and acknowledged by the applicable Loan Party, and in form for recording in the recording office where such Mortgage was recorded, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the
recording or filing thereof under applicable law, in each case in form and substance reasonably satisfactory to the Collateral Agent and otherwise approved by the applicable local counsel for filing in the appropriate jurisdiction; 












 (2) to the extent any Mortgage Amendment is required pursuant to clause (B)(1) above, a
date down endorsement to the existing title insurance policy (if such endorsement is available in the jurisdiction, and if such endorsement is not available, a title search and modification endorsement in lieu thereof, if available), which shall be
in form and substance reasonably satisfactory to the Collateral Agent and reasonably assures the Collateral Agent as of the date of such endorsement that the Mortgaged Property subject to the Lien of such Mortgage is free and clear of all defects
and encumbrances except those Liens permitted under such Mortgage; and 
 (3) such affidavits, certificates, information and instruments of
indemnification as shall be required to induce the title insurance company to issue the endorsement to the title insurance policy contemplated in this Schedule I and evidence of payment of all applicable title insurance premiums, search and
examination charges, mortgage recording taxes and related charges, costs and expenses required for the recording of the Mortgage Amendment referred to above and required for the issuance of the endorsement to the Title Policy contemplated in this
Schedule I. 












 Schedule II 

None. 












 ANNEX A 

Facility Guarantors 
 Burlington Coat
Factory Holdings, LLC 
 Burlington Coat Factory Investments Holdings, Inc. 

Burlington Coat Factory of Texas, L.P. 
 Burlington Coat Factory
of Kentucky, Inc. 
 BURLINGTON COAT FACTORY WAREHOUSE OF EDGEWATER PARK, INC. 

Burlington Coat Factory Warehouse of New Jersey, Inc. 
 BURLINGTON
COAT FACTORY OF PUERTO RICO, LLC 
 COHOES FASHIONS OF CRANSTON, INC. 

BURLINGTON COAT FACTORY WAREHOUSE OF BAYTOWN INC 
 Burlington Coat
Factory of Pocono Crossing, LLC 
 BURLINGTON COAT FACTORY OF TEXAS, INC. 

BURLINGTON COAT FACTORY REALTY OF EDGEWATER PARK, INC. 

BURLINGTON COAT FACTORY REALTY OF PINEBROOK, INC. 
 BURLINGTON
COAT FACTORY WAREHOUSE OF EDGEWATER PARK URBAN RENEWAL CORP. 
 BCF Florence Urban Renewal, L.L.C. 

BCF Florence Urban Renewal II, LLC 
 Burlington Merchandising
Corporation 
 Burlington Distribution Corp. 












 EXHIBIT A 












 Exhibit A 

CREDIT AGREEMENT 
 dated as of
February 24, 2011 
 and as Amended by Amendment No. 1 on May 16, 2012 

and as further Amended by Amendment No. 2 on February 15, 2013 

and as further Amended by Amendment No. 3 on May 17, 2013 

and as further Amended by Amendment No. 4 on August 13, 2014 

and as further Amended by Amendment No. 5 on July 29, 2016 

and as further Amended by Amendment No. 6 on November 17, 2017 

and as further Amended by Amendment No. 7 on November 2, 2018 

and as further amended by Amendment No. 8 on February 26, 2020 

and as
further amended by Amendment No. 9 on June 24, 2021 
 BURLINGTON COAT
FACTORY WAREHOUSE CORPORATION, 
 as Borrower 

THE FACILITY GUARANTORS NAMED HEREIN 

JPMORGAN CHASE BANK, N.A., 
 as
Administrative Agent and Collateral Agent 
 THE LENDERS NAMED HEREIN 

and 
 JPMORGAN CHASE BANK, N.A.,

 BofA
Securities, Inc., 
 Goldman Sachs Bank USA, and 

Wells Fargo
Securities LLC, 
 as Joint Lead ArrangerArrangers
 and Joint Book
RunnerRunners
 
 for Amendment No. 89 












 TABLE OF CONTENTS 

 

							
	 	  	 	  	Page	 
	
	ARTICLE I	  

	
	Definitions	  

	SECTION 1.01	  	 Definitions
	  	 	1	 
	SECTION 1.02	  	 Terms Generally
	  	 	4549	 
	SECTION 1.03	  	 Accounting Terms
	  	 	4650	 
	SECTION 1.04	  	 Rounding
	  	 	4750	 
	SECTION 1.05	  	 Times of Day
	  	 	4750	 
	SECTION 1.06	  	 Certifications
	  	 	4751	 
	SECTION 1.07	  	 Compliance with Article VI; Calculation of Baskets
	  	 	4751	 
	SECTION 1.08	  	 Timing of Payment or Performance
	  	 	4751	 
	SECTION 1.09	  	 Limited Condition Transactions
	  	 	4751	 
	SECTION 1.10	  	 Interest Rates; LIBOR Notification
	  	 	4852	 

 ARTICLE II 

Amount and Terms of Credit 
  

							
	SECTION 2.01	  	 Commitment of the Lenders
	  	 	4953	 
	SECTION 2.02	  	 [Reserved]
	  	 	4953	 
	SECTION 2.03	  	 Procedure for Term Loan Borrowing
	  	 	4953	 
	SECTION 2.04	  	 Repayment of Term Loans
	  	 	5054	 
	SECTION 2.05	  	 Incremental Term Loans
	  	 	5055	 
	SECTION 2.06	  	 Extended Term Loans
	  	 	5156	 
	SECTION 2.07	  	 Notes
	  	 	5257	 
	SECTION 2.08	  	 Interest on Term Loans
	  	 	5357	 
	SECTION 2.09	  	 Conversion and Continuation of Term Loans
	  	 	5358	 
	SECTION 2.10	  	 Alternate Rate of Interest for Term Loans
	  	 	5458	 
	SECTION 2.11	  	 Change in Legality
	  	 	5560	 
	SECTION 2.12	  	 Default Interest
	  	 	5561	 
	SECTION 2.13	  	 [Reserved]
	  	 	5561	 
	SECTION 2.14	  	 Increased Costs
	  	 	5561	 
	SECTION 2.15	  	 [Reserved]
	  	 	5662	 
	SECTION 2.16	  	 Optional Prepayment of Term Loans; Reimbursement of Lenders
	  	 	5662	 
	SECTION 2.17	  	 Mandatory Prepayment
	  	 	5965	 
	SECTION 2.18	  	 [Reserved]
	  	 	6166	 
	SECTION 2.19	  	 Fees
	  	 	6166	 
	SECTION 2.20	  	 Maintenance of Loan Account; Statements of Account
	  	 	6167	 
	SECTION 2.21	  	 Payments
	  	 	6167	 
	SECTION 2.22	  	 [Reserved]
	  	 	6267	 
	SECTION 2.23	  	 Taxes
	  	 	6267	 
	SECTION 2.24	  	 Mitigation Obligations; Replacement of Lenders
	  	 	6570	 
	SECTION 2.25	  	 Permitted Debt Exchanges
	  	 	6571	 

 ARTICLE III 

Representations and Warranties 
  

							
	SECTION 3.01	  	 Organization; Powers
	  	 	6672	 
	SECTION 3.02	  	 Authorization; Enforceability
	  	 	6772	 
	SECTION 3.03	  	 Governmental and Other Approvals; No Conflicts
	  	 	6772	 


  
 -i- 














							
	 	  	 	  	Page	 
			
	SECTION 3.04	  	 Financial Condition
	  	 	6773	 
	SECTION 3.05	  	 Properties
	  	 	6773	 
	SECTION 3.06	  	 Litigation and Environmental Matters
	  	 	6873	 
	SECTION 3.07	  	 Compliance with Laws and Agreements
	  	 	6874	 
	SECTION 3.08	  	 Investment Company Status
	  	 	6874	 
	SECTION 3.09	  	 Taxes
	  	 	6974	 
	SECTION 3.10	  	 ERISA
	  	 	6974	 
	SECTION 3.11	  	 Disclosure
	  	 	6974	 
	SECTION 3.12	  	 Subsidiaries
	  	 	6975	 
	SECTION 3.13	  	 Insurance
	  	 	6975	 
	SECTION 3.14	  	 Labor Matters
	  	 	6975	 
	SECTION 3.15	  	 Security Documents
	  	 	7075	 
	SECTION 3.16	  	 Federal Reserve Regulations
	  	 	7076	 
	SECTION 3.17	  	 Solvency
	  	 	7076	 
	SECTION 3.18	  	 Anti-Corruption Laws and Sanctions
	  	 	7176	 
	SECTION 3.19	  	
EEAAffected
 Financial Institutions
	  	 	7176	 
	SECTION 3.20	  	 Certain ERISA Matters
	  	 	7176	 

 ARTICLE IV 

[Reserved] 
 ARTICLE V 

Affirmative Covenants 
  

							
	SECTION 5.01	  	 Financial Statements and Other Information
	  	 	7177	 
	SECTION 5.02	  	 Notices of Material Events
	  	 	7379	 
	SECTION 5.03	  	 Information Regarding Collateral
	  	 	7379	 
	SECTION 5.04	  	 Existence; Conduct of Business
	  	 	7479	 
	SECTION 5.05	  	 Payment of Obligations
	  	 	7479	 
	SECTION 5.06	  	 Maintenance of Properties
	  	 	7480	 
	SECTION 5.07	  	 Insurance
	  	 	7480	 
	SECTION 5.08	  	 Books and Records; Inspection and Audit Rights; Appraisals; Accountants
	  	 	7581	 
	SECTION 5.09	  	 [Reserved]
	  	 	7581	 
	SECTION 5.10	  	 Compliance with Laws
	  	 	7681	 
	SECTION 5.11	  	 Use of Proceeds
	  	 	7681	 
	SECTION 5.12	  	 Additional Restricted Subsidiaries
	  	 	7682	 
	SECTION 5.13	  	 Further Assurances
	  	 	7682	 
	SECTION 5.14	  	 [Reserved]
	  	 	7782	 
	SECTION 5.15	  	 Maintenance of Ratings
	  	 	7782	 
	SECTION 5.16	  	 Designation of Subsidiaries
	  	 	7782	 

 ARTICLE VI 

Negative Covenants 
  

							
	SECTION 6.01	  	 Indebtedness and Other Obligations
	  	 	7783	 
	SECTION 6.02	  	 Liens
	  	 	7883	 
	SECTION 6.03	  	 Fundamental Changes
	  	 	7884	 
	SECTION 6.04	  	 Investments, Guarantees and Acquisitions
	  	 	7884	 
	SECTION 6.05	  	 Asset Sales
	  	 	7884	 
	SECTION 6.06	  	 Restricted Payments; Certain Payments of Indebtedness
	  	 	7984	 
	SECTION 6.07	  	 Transactions with Affiliates
	  	 	8287	 
	SECTION 6.08	  	 Restrictive Agreements
	  	 	8288	 


  
 -ii- 














							
	 	  	 	  	Page	 
			
	SECTION 6.09	  	 Amendment of Material Documents
	  	 	8389	 
	SECTION 6.10	  	 Fiscal Year
	  	 	8389	 

 ARTICLE VII 

Events of Default 
  

							
	SECTION 7.01	  	 Events of Default
	  	 	8389	 
	SECTION 7.02	  	 Remedies on Default
	  	 	8692	 
	SECTION 7.03	  	 Application of Proceeds
	  	 	8692	 

 ARTICLE VIII 

The Agents 
  

							
	SECTION 8.01	  	 Appointment and Administration by Administrative Agent
	  	 	8693	 
	SECTION 8.02	  	 Appointment of Collateral Agent
	  	 	8693	 
	SECTION 8.03	  	 Sharing of Excess Payments
	  	 	8793	 
	SECTION 8.04	  	 Agreement of Applicable Lenders
	  	 	8794	 
	SECTION 8.05	  	 Liability of Agents
	  	 	8794	 
	SECTION 8.06	  	 Notice of Default
	  	 	8895	 
	SECTION 8.07	  	 Credit Decisions
	  	 	8895	 
	SECTION 8.08	  	 Reimbursement and Indemnification
	  	 	8895	 
	SECTION 8.09	  	 Rights of Agents
	  	 	8996	 
	SECTION 8.10	  	 Notice of Transfer
	  	 	8996	 
	SECTION 8.11	  	 Successor Agents
	  	 	8996	 
	SECTION 8.12	  	 Relation Among the Lenders
	  	 	8996	 
	SECTION 8.13	  	 Reports and Financial Statements
	  	 	8996	 
	SECTION 8.14	  	 Agency for Perfection
	  	 	9097	 
	SECTION 8.15	  	 Authority to Enter Into Intercreditor Agreements
	  	 	9097	 
	SECTION 8.16	  	 Collateral Matters
	  	 	9097	 
	SECTION 8.17	  	 Arranger
	  	 	9298	 
	SECTION 8.18	  	 Withholding Taxes
	  	 	9299	 
	SECTION 8.19	  	 Acknowledgements of
Lenders
	  	 	99	 
	SECTION 8.198.20	  	 Certain ERISA Matters
	  	 	92100	 

 ARTICLE IX 

Miscellaneous 
  

							
	SECTION 9.01	  	 Notices
	  	 	93101	 
	SECTION 9.02	  	 Waivers; Amendments
	  	 	94101	 
	SECTION 9.03	  	 Expenses; Indemnity; Damage Waiver 97Limitation of Liability; Etc
	  	 	105	 
	SECTION 9.04	  	 Successors and Assigns
	  	 	99107	 
	SECTION 9.05	  	 Survival
	  	 	103111	 
	SECTION 9.06	  	 Counterparts; Integration; Effectiveness
	  	 	103111	 
	SECTION 9.07	  	 Severability
	  	 	104112	 
	SECTION 9.08	  	 Right of Setoff
	  	 	104112	 
	SECTION 9.09	  	 Governing Law; Jurisdiction; Consent to Service of Process
	  	 	104113	 
	SECTION 9.10	  	 WAIVER OF JURY TRIAL
	  	 	105113	 
	SECTION 9.11	  	 Press Releases and Related Matters
	  	 	105113	 
	SECTION 9.12	  	 Headings
	  	 	105113	 
	SECTION 9.13	  	 Interest Rate Limitation
	  	 	105113	 
	SECTION 9.14	  	 Additional Waivers
	  	 	105114	 
	SECTION 9.15	  	 Confidentiality
	  	 	107115	 


  
 -iii- 














							
	 	  	 	  	Page	 
			
	SECTION 9.16	  	 Patriot Act
	  	 	107116	 
	SECTION 9.17	  	 [Reserved]
	  	 	107116	 
	SECTION 9.18	  	 Intercreditor Agreements
	  	 	107116	 
	SECTION 9.19	  	 No Advisory or Fiduciary Responsibility
	  	 	107116	 
	SECTION 9.20	  	 Acknowledgement and Consent to Bail-In of Affected
Financial Institutions
	  	 	108116	 
	SECTION 9.21	  	 Acknowledgement Regarding any Supported QFCs
	  	 	108117	 


  
 -iv- 













 EXHIBITS 

 

			
	Exhibit A:	  	Form of Assignment and Acceptance
	Exhibit B-1:	  	Borrowing Request
	Exhibit B-2:	  	Conversion/Continuation Notice
	Exhibit C:	  	Form of Note
	Exhibit D:	  	Form of Joinder Agreement
	Exhibit E:	  	Form of Compliance Certificate
	Exhibit F:	  	Closing Agenda
	Exhibit G:	  	Pari Passu Lien Intercreditor Agreement
	Exhibit H:	  	Discounted Prepayment Option Notice
	Exhibit I:	  	Lender Participation Notice
	Exhibit J:	  	Discounted Voluntary Prepayment Notice
	Exhibit K:	  	Affiliated Lender Assignment and Acceptance
	Exhibit L-1	  	Form of Tax Status Certificate
	Exhibit L-2	  	Form of Tax Status Certificate
	Exhibit L-3	  	Form of Tax Status Certificate
	Exhibit L-4	  	Form of Tax Status Certificate

 SCHEDULES 
  

			
	Schedule 1.1(a):	  	Lenders and Commitments
	Schedule 1.1(b):	  	Pending Real Estate Dispositions
	Schedule 3.01:	  	Organization Information
	Schedule 3.05(a):	  	Title Exceptions
	Schedule 3.05(b):	  	Intellectual Property
	Schedule 3.05(c)(i):	  	Owned Real Estate
	Schedule 3.05(c)(ii):	  	Leased Real Estate
	Schedule 3.06(a):	  	Disclosed Matters
	Schedule 3.06(b):	  	Environmental Matters
	Schedule 3.06(c):	  	Superfund Sites
	Schedule 3.06(d):	  	Real Estate Liens
	Schedule 3.10:	  	ERISA Matters
	Schedule 3.12:	  	Subsidiaries; Joint Ventures
	Schedule 3.13:	  	Insurance
	Schedule 3.14:	  	Collective Bargaining Agreements
	Schedule 5.14:	  	Post Closing Covenants
	Schedule 6.01:	  	Existing Indebtedness
	Schedule 6.02:	  	Existing Encumbrances
	Schedule 6.04:	  	Existing Investments
	Schedule 6.05:	  	Asset Sales
	Schedule 6.07:	  	Affiliate Transactions


  
 -v- 













 CREDIT AGREEMENT dated as of February 24, 2011 (as amended on May 16, 2012,
February 15, 2013 and May 17, 2013, August 13, 2014, July 29, 2016, November 17, 2017, November 2, 2018 and, February 26, 2020 and June 24, 2021) among: 

BURLINGTON COAT FACTORY WAREHOUSE CORPORATION (in such capacity, the “Borrower”), a corporation organized under the
laws of the State of Florida, with its principal executive offices at 2006 Route 130 North, Burlington, New Jersey 08016; 
 The FACILITY
GUARANTORS from time to time party hereto; 
 JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the
“Administrative Agent”), and as collateral agent (in such capacity, the “Collateral Agent”), for its own benefit and the benefit of the other Secured Parties; and 

The LENDERS party hereto; 
 in
consideration of the mutual covenants herein contained and benefits to be derived herefrom, the parties hereto agree as follows: 
 ARTICLE I

 Definitions 
 SECTION
1.01 Definitions. As used in this Agreement, the following terms have the meanings specified below:“ABL Agreement” means that certain second amended and restated credit agreement dated September 2, 2011 by and among the
Borrower, as the lead borrower, the other borrowers named therein, Bank of America, N.A., as administrative agent and as collateral agent as replaced by any successor agent, and the lenders identified therein, as amended, restated, supplemented,
modified, refinanced, extended, restructured, replaced or renewed from time to time. 
 “ABL Borrowings Amount” means, as
of any date (the “Reference Date”), an amount equal to (a) the sum of the aggregate amount of Revolving Credit Loans of the Borrower and its Subsidiaries outstanding as of the Reference Date and the last day of each of the
eleven months ending immediately prior to the Reference Date divided by (b) twelve. 
 “ABL Facility” means the
revolving credit loan facility established pursuant to the ABL Agreement, as amended, restated, amended and restated, modified, supplemented, refinanced, extended, restructured, renewed or replaced from time to time. 

“ABL Intercreditor Agreement” means that certain Intercreditor Agreement dated as of April 13, 2006 by and among Bear
Stearns Corporate Lending Inc., as predecessor administrative agent and collateral agent to the Term Agent (as defined in the ABL Intercreditor Agreement) thereunder, Bank of America, N.A., as administrative agent and as collateral agent (or any
successor or other administrative agent or collateral agent) under the ABL Facility, and the Loan Parties, as amended, restated, supplemented or otherwise modified from time to time. 

“Acceptable Discount” has the meaning provided in Section 2.16(d)(iii). 

“Acceptance Date” has the meaning provided in Section 2.16(d)(ii). 

“Account(s)” means “accounts” as defined in the UCC, and also means a right to payment of a monetary obligation,
whether or not earned by performance, (a) for property that has been or is to be sold, leased, licensed, assigned, or otherwise disposed of, (b) for services rendered or to be rendered, or (c) arising out of the use of a credit or
charge card or information contained on or for use with the card. The term “Account” does not include (a) rights to payment evidenced by chattel paper or an instrument, (b) commercial tort claims, (c) deposit accounts,
(d) investment property, or (e) letter-of-credit rights or letters of credit. 












 “Acquired EBITDA” means, with respect to any entity or business acquired in
a Permitted Acquisition or Person, business unit or business division or other Acquisition or any Unrestricted Subsidiary redesignated as a Restricted Subsidiary (any of the foregoing, an “Acquired Entity”), for any period, the
amount of Consolidated EBITDA of such Acquired Entity for such period (determined using such definition as if references to BCF Holdings and its Restricted Subsidiaries therein were to such Acquired Entity and its Restricted Subsidiaries), all as
determined on a Consolidated basis for such Acquired Entity in accordance with GAAP. 
 “Acquired Entity” has the meaning
provided in the definition of “Acquired EBITDA.” 
 “Acquisition” means, with respect to a specified Person,
(a) an Investment in or a purchase of a 50% or greater interest in the Capital Stock of any other Person, (b) a purchase or acquisition of all or substantially all of the assets of any other Person, (c) a purchase or acquisition of a
Real Estate portfolio or Stores from any other Person, or (d) any merger or consolidation of such Person with any other Person or other transaction or series of transactions resulting in the acquisition of all or substantially all of the
assets, or a 50% or greater interest in the Capital Stock of, any Person, in each case in any transaction or group of transactions which are part of a common plan. 

“Additional Term B-56 Commitment” means, with respect to the Additional
Term
B-56
 Lender, its commitment to make a Term B-56 Loan on the Amendment No. 69 Effective Date in an amount equal to $1,117,000,000961,415,000.00 minus the aggregate principal amount of all Converted
Term B-45 Loans. 
 “Additional Term
B-56 Lender” means JPMorgan Chase Bank, N.A., in its capacity as such. 

“Additional Term B-56 Loans” means the Term B-56 Loan made by the Additional Term B-56 Lender on the Amendment No. 69 Effective Date pursuant to Section 2.01(d). 

“Adjusted LIBO Rate” means, with respect to any LIBO Borrowing for any Interest Period, an interest rate per annum (rounded
upwards, if necessary, to the next 1/100 of one percent) equal to the greater of (i) the product of (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate and (ii)(a) prior to the Amendment
No. 7 Effective Date, 0.75% or (b) on and following the Amendment No. 7 Effective Date, 0.00% . At any time the Adjusted LIBO Rate is determined pursuant to clause (i) of the preceding sentence, the Adjusted LIBO Rate will be
adjusted automatically as to all LIBO Borrowings then outstanding as of the effective date of any change in the Statutory Reserve Rate. 

“Administrative Agent” has the meaning
provided in the preamble to this Agreementmeans JPMorgan Chase Bank, N.A. (or any of its designated
branch offices or affiliates), in its capacity as administrative agent for the Lenders hereunder. 

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

“Advisory Fees” means all fees and expense reimbursement paid by Parent and its Subsidiaries to the Sponsor Group prior to
August 13, 2014. 
 “Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK
Financial Institution. 
 “Affiliate” means, with respect to a specified Person, any other Person that directly or
indirectly through one or more intermediaries Controls, is Controlled by or is under common Control with the Person specified. 

“Agents” means collectively, the Administrative Agent and the Collateral Agent. 

  
 -2- 













 “Agreement” means this Credit Agreement, as modified, amended, supplemented
or restated, and in effect from time to time. 
 “Agreement Value” means for each Hedge Agreement, on any date of
determination, an amount equal to: 
 (a) In the case of a Hedge Agreement documented pursuant to an ISDA Master Agreement,
the amount, if any, that would be payable by any Loan Party to its counterparty to such Hedge Agreement, as if (i) such Hedge Agreement was being terminated early on such date of determination and (ii) such Loan Party was the sole
“Affected Party” (as therein defined); 
 (b) In the case of a Hedge Agreement traded on an exchange, the mark-to-market value of such Hedge Agreement, which will be the unrealized loss, if any, on such Hedge Agreement to the Loan Party which is party to such Hedge Agreement,
based on the settlement price of such Hedge Agreement on such date of determination; or 
 (c) In all other cases, the mark-to-market value of such Hedge Agreement, which will be the unrealized loss, if any, on such Hedge Agreement to the Loan Party that is party to such Hedge Agreement as the
amount, if any, by which (i) the present value of the future cash flows to be paid by such Loan Party exceeds (ii) the present value of the future cash flows to be received by such Loan Party, in each case pursuant to such Hedge Agreement.

 “Amendment No. 67” means Amendment No. 67 to this Agreement, dated as of November 172, 20172018, by and among the
Loan Parties, the Administrative Agent, the Collateral Agent, the Additional Term B-5 Lender, and the Amendment No. 6 Consenting Lenders party thereto. 

“Amendment No. 6 Consenting Lender” means each Lender that
provided the Administrative Agent with a counterpart to Amendment No. 6 executed by such Lender. 

“Amendment No. 67 Effective Date” has the meaning specified in Amendment
No. 
67. 
 “Amendment No. 78” means Amendment
No. 
78 to this Agreement, dated as of November 2, 2018February 26, 2020, by and among the Loan Parties, the
Administrative Agent, the Collateral Agent and the Term B-5
Lenders party thereto. 

“Amendment No. 7 Effective Date” has the meaning specified
in Amendment No. 7. 
 “Amendment No. 89” means Amendment
No. 
89 to this Agreement, dated as of February 26June 24, 20202021, by and among the Loan Parties, the Administrative Agent, the Collateral Agent and, the Additional Term B-56 Lender, and the
Amendment No. 9 Consenting Lenders. 
 “Amendment No. 9 Consenting Lender” means each Lender that provided the Administrative Agent with a
counterpart to Amendment No. 9 executed by such Lender. 

“Amendment No. 89 Effective Date” has the meaning specified in Amendment
No. 89. 
 “Amendment Transactions” means the entry into
Amendment
No. 
89 executed and delivered on the Amendment No. 89 Effective Date, the borrowings of the Additional Term B-6 Loans and the prepayments of the Non-Converted Term B-5 Loans and the payment of fees and expenses in connection with the foregoing and the related
transactions in connection therewith. 
 “Anti-Corruption Laws” means all laws, rules and regulations of any
jurisdiction applicable to the Borrower or any of its Subsidiaries from time to time concerning or relating to bribery or corruption. 

  
 -3- 













 “Applicable Discount” has the meaning provided in
Section 2.16(d)(iii). 
 “Applicable Law” means as to any Person: (a) all laws, statutes, rules, regulations,
orders, codes, ordinances or other requirements having the force of law; and (b) all court orders, decrees, judgments, injunctions, enforceable notices, binding agreements and/or rulings, in each case of or by any Governmental Authority which
has jurisdiction over such Person, or any property of such Person. 
 “Applicable Lenders” means the Required Lenders or
all Lenders, as applicable. 
 “Applicable Margin” means (x) prior to the Amendment No. 7 Effective Date, 2.50%, in the case of Term B-5 Loans which are LIBO Loans, and 1.50%, in
the case of Term B-5 Loans which are Prime Rate Loans, (y) on and following the Amendment No. 7 Effective Date but prior to the Amendment No. 8 Effective Date, 2.00%, in the case of Term
B-56
 Loans which are LIBO Loans, and 1.00%, in the case of Term B-56 Loans which are Prime Rate Loans and (z) on and following the Amendment No. 8 Effective Date, 1.75%, in the case of Term B-5 Loans
which are LIBO Loans, and 0.75%, in the case of Term B-5 Loans which are Prime Rate Loans. The Incremental Term Loans and Extended Term Loans shall
have Applicable Margins as set forth in the applicable Incremental Term Loan Amendment or Term Loan Extension Amendment; provided that, in the event that the Yield applicable to any Incremental Term Loans (other than Refinancing Term Loans) of any Class would be more than 0.50% greater than the Yield for the Term B-56
 Loans, the Applicable Margins set forth above for the Term B-56 Loans shall be increased from those provided above so that the Yield
for the Term
B-56
 Loans is equal to (x) the Yield for such Incremental Term Loans minus (y) 0.50%. 

“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or
(c) an entity or an Affiliate of an entity that administers or manages a Lender. 
 “Arranger” means each of JPMorgan Chase Bank, N.A., Bank of America, N.A., Goldman Sachs Bank USA and Wells Fargo Securities LLC, each in its capacity as a joint lead arranger and
joint bookrunner for Amendment No. 89. 

“Assignment and Acceptance” means an assignment and acceptance entered into by a Lender and an assignee (with the consent of
any party whose consent is required by Section 9.04), and accepted by the Administrative Agent, in substantially the form of Exhibit A or any other form (including electronic records generated by the use of an electronic platform)
approved by the Administrative Agent and the Borrower. 
 “Auction Manager” means any Person appointed by the Borrower to
manage any Discounted Voluntary Prepayment. 
 “Available Amount” means, on any date (the “Specified
Date”), an amount equal at such time to (a) the sum of (i) the excess, if positive, of (x) an amount, not less than zero, equal to the cumulative amount of Excess Cash Flow for all full Fiscal Years commencing after
August 13, 2014 and prior to the Specified Date minus (y) the portion of such Excess Cash Flow that has been after August 13, 2014 and on or prior to the Specified Date applied to the prepayment of Term Loans in accordance with
Section 2.17(d) plus (ii) $366,000,000 plus (iii) the aggregate net cash proceeds (excluding any proceeds that were relied upon as the basis for taking any other action under Article VI the permissibility of which was
conditioned on the application of such proceeds for such purpose) received by the Borrower following August 13, 2014 from the issuance and sale (other than to a Loan Party or a Subsidiary) of its Capital Stock (other than Disqualified Capital
Stock) or contributions to the capital of the Borrower plus (iv) all Declined Amounts plus (v) the aggregate amount received by the Borrower or any Restricted Subsidiary after August 13, 2014 from cash (or Cash
Equivalents) dividends and distributions made by any Unrestricted Subsidiary or any joint venture and returns of principal, cash repayments and similar payments made by any Unrestricted Subsidiary or joint venture in respect of Investments made by
the Borrower or any Restricted Subsidiary to any Unrestricted Subsidiary or joint venture, and the Net Proceeds in connection with the sale, transfer or other disposition of assets or the Capital Stock of any Unrestricted Subsidiary or joint venture
of the Borrower to any Person other than the Borrower or a Restricted Subsidiary after August 13, 2014; plus (vi) in the event that the Borrower redesignates any Unrestricted Subsidiary as a Restricted Subsidiary after
August 13, 2014 (which, for purposes hereof, shall be deemed to also include (A) the merger, consolidation, liquidation or similar amalgamation of any Unrestricted Subsidiary into the Borrower or any Restricted Subsidiary, so long as the
Borrower or such 

  
 -4- 













 
Restricted Subsidiary is the surviving Person, and (B) the transfer of all or substantially all of the assets of an Unrestricted Subsidiary to the Borrower or any Restricted Subsidiary), the
fair market value (as determined in good faith by the Borrower) of the Investment in such Unrestricted Subsidiary at the time of such redesignation; plus (vii) net cash proceeds received by the Borrower or any of its Restricted
Subsidiaries from Indebtedness or Disqualified Capital Stock of the Borrower or any of its Restricted Subsidiaries issued after August 13, 2014 (other than to a Loan Party or a Subsidiary) that is subsequently converted into Capital Stock
(other than Disqualified Capital Stock) of the Borrower or any of its direct or indirect parent companies; minus (b) the sum of (i) the aggregate amount of Investments made in reliance on clause (t) of the definition of
“Permitted Investments” after August 13, 2014 (net of any cash return on such Investments received by any Loan Party or Restricted Subsidiary from such Investments (including in connection with any disposition thereof) after
August 13, 2014 and in the case of any Investment in any Person that was an Unrestricted Subsidiary from the Available Amount, net of the fair market value of any such Investment at the time, if any such Unrestricted Subsidiary was redesignated
as a Restricted Subsidiary) plus (ii) the aggregate amount of payments in respect of Specified Indebtedness made pursuant to Section 6.06(b)(v) after August 13, 2014 plus (iii) the aggregate amount of Restricted
Payments made pursuant to
Section 
6.06(a)(viiviii
) after August 13, 2014. 
 “Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as
applicable, any tenor for such Benchmark or payment period for interest calculated with reference to such Benchmark, as applicable, that is or may be used for determining the length of an Interest Period pursuant to this Agreement as of such date
and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 2.10 (f). 

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

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

“Bankruptcy Code” means Title 11, U.S.C., as now or hereafter in effect, or any successor thereto. 

“BCF Holdings” means Burlington Coat Factory Holdings, LLC. 

“Benchmark”
 means, initially, the LIBO Rate; provided that if a Benchmark Transition Event, a Term SOFR Transition Event, an Early Opt-in Election or an Other Rate Early Opt-in
Election, as applicable, and its related Benchmark Replacement Date have occurred with respect to LIBO Rate or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark
Replacement has replaced such prior benchmark rate pursuant to clause (b) or clause (c) of Section 2.10. 

“Benchmark
 Replacement” means for any Available Tenor, the first alternative set forth in the order below that can be determined by the Administrative Agent for the applicable Benchmark Replacement Date; provided that, in the case of an Other Rate Early Opt-in Election, “Benchmark Replacement” shall mean the alternative set forth in (3) below: 

(1)
 the sum of: (a) Term SOFR and (b) the related Benchmark Replacement Adjustment; 

(2)
 the sum of: (a) Daily Simple SOFR and (b) the related Benchmark Replacement Adjustment; 

“Benchmark Replacement” means(3) the sum of: (a) the alternate benchmark rate (which may be a SOFR-Based Rate) that has been selected by the Administrative Agent and the Borrower as the 

  
 -5- 













 
replacement for the then-current Benchmark for the applicable
Corresponding Tenor giving due consideration to (i) any selection or recommendation of a replacement
benchmark rate or the mechanism for determining such a rate
by the Relevant Governmental Body and/or (ii) any evolving or then-prevailing market convention
for determining a benchmark rate of interest as a replacement
to the LIBO Rate for U.S.
dollar-denominatedfor the then-current Benchmark for Dollar-denominated syndicated credit facilities at such time and (b) the
related Benchmark Replacement Adjustment; provided that, if the Benchmark Replacement as so determined would be less than zero, the Benchmark Replacement will be deemed to be zero for the purposes of this
Agreement; provided further that any such Benchmark Replacement shall be administratively feasible as determined by the Administrative Agent in its sole discretion. 

provided that, in the case
of clause (1), such Unadjusted Benchmark Replacement is displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion; provided further that, in the
case of clause (3), when such clause is used to determine the Benchmark Replacement in connection with the occurrence of an Other Rate Early Opt-in Election, the alternate benchmark rate selected by the
Administrative Agent and the Borrower shall be the term benchmark rate that is used in lieu of a LIBO based rate in the relevant other Dollar-denominated syndicated credit facilities; provided further that, notwithstanding anything to the contrary
in this Agreement or in any other Loan Document other than in the case of an Other Rate Early Opt-in Election, upon the occurrence of a Term SOFR Transition Event, and the delivery of a Term SOFR Notice, on
the applicable Benchmark Replacement Date the “Benchmark Replacement” shall revert to and shall be deemed to be the sum of (a) Term SOFR and (b) the related Benchmark Replacement Adjustment, as set forth in clause (a)(1) of this
definition (subject to the first proviso above). 
 If the Benchmark Replacement as determined pursuant to clause (1), (2) or (3) above would be less than the Floor, the
Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents. 

“Benchmark
 Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement for any applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark
Replacement: 
 (1) for purposes of clauses (1) and (2) of the definition of “Benchmark Replacement,” the first alternative
set forth in the order below that can be determined by the Administrative Agent: 

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


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

(2)
 for purposes of clause (3) of the definition of “Benchmark Replacement
Adjustment”
means,” the spread adjustment, or method for
calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower
for the applicable Corresponding Tenor giving due
consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of
the LIBO
Ratesuch Benchmark with the applicable Unadjusted
Benchmark Replacement by the Relevant Governmental Body
and/on the
applicable Benchmark Replacement Date or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread
adjustment, for the replacement of the LIBO
Ratesuch Benchmark with the applicable Unadjusted
Benchmark Replacement for U.S.
dollar-denominatedDollar-denominated syndicated
credit facilities at such time (for the avoidance of doubt, such Benchmark Replacement Adjustment shall not be in the form of a reduction to the Applicable
Margin).; 

  
 -6- 














provided that, in the case of
clause (1) above, such adjustment is displayed on a screen or other information service that publishes such Benchmark Replacement Adjustment from time to time as selected by the Administrative Agent in its reasonable discretion. 
 “Benchmark Replacement Conforming Changes” means, with respect to any
Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Prime Rate,” the definition of
“Business Day,” the definition of “Interest
Period,” timing and frequency of determining rates and making payments of interest and other, timing of borrowing requests or prepayment, conversion or continuation notices, length of lookback periods, the
applicability of breakage provisions, and other technical, administrative
or operational matters) that the Administrative Agent
decides in its reasonable discretion (in consultation with the Borrower) may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by the Administrative Agent in a manner
substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the
administration of
thesuch
 Benchmark Replacement exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents). 

“Benchmark Replacement Date” means the
earlierearliest
 to occur of the following events with respect to the LIBO Ratethen-current Benchmark: 

(1) in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of
(a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of the LIBO Screen
Ratesuch Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide the LIBO Screen Rate; orall Available Tenors of such Benchmark (or such component thereof);

 (2) in the case of clause (3) of the definition of “Benchmark Transition Event,” the date of the
public statement or publication of information referenced
therein.;
or 
 (3) in the case of a Term SOFR Transition Event, the date that is thirty (30) days after the date a Term SOFR Notice is
provided to the Lenders and the Borrower pursuant to Section 2.10(c); or 

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


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

“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the LIBO Ratethen-current
Benchmark: 
 (1) a public statement or publication of
information by or on behalf of the administrator of the LIBO Screen
Ratesuch Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide the LIBO Screen Rateall Available 

  
 -7- 













 
Tenors of such Benchmark (or such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the LIBO Screen Rateany
Available Tenor of such Benchmark (or such component thereof); 

(2) a public statement or publication of information by the regulatory supervisor for the administrator of the LIBO Screen Rate, the
U.S.such Benchmark (or the published component used in the calculation thereof), the Federal Reserve
SystemBoard,
the NYFRB, an insolvency official with jurisdiction over the administrator for the LIBO Screen
Ratesuch
Benchmark (or such component), a resolution authority
with jurisdiction over the administrator for the LIBO Screen
Ratesuch Benchmark (or such component) or a court
or an entity with similar insolvency or resolution authority over the administrator for the LIBO Screen Rate, in each casesuch Benchmark (or such component), which states that the administrator
of the LIBO Screen
Ratesuch Benchmark (or such component) has ceased
or will cease to provide the LIBO Screen
Rateall Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the LIBO Screen Rate;
and/orany Available Tenor of such Benchmark (or such component thereof); or 
 (3) a public statement or publication of information by the regulatory
supervisor for the administrator of the LIBO Screen
Ratesuch Benchmark (or the published component used in the calculation thereof) announcing that the LIBO Screen Rate isall Available Tenors of such Benchmark (or such component thereof) are
no longer representative. 
 “Benchmark Transition Start Date” means (a) in the case of
a Benchmark Transition Event, the earlier of (i) the applicable Benchmark Replacement Date and (ii) if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the 90th day prior to the
expected date of such event as of such public statement or publication of information (or if the expected date of such prospective event is fewer than 90 days after such statement or publication, the date of such statement or publication) and
(b) in the case of an Early Opt-in Election, the date specified by the Administrative Agent, the Borrower or the Required Lenders, as applicable, by notice to the Borrower, the Administrative Agent (in
the case of such notice by the Borrower or the Required Lenders) and the Lenders. 

For the
avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available
Tenor of such Benchmark (or the published component used in the calculation thereof). 

“Benchmark Unavailability Period” means, if
a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to the LIBO Rate and solely to the extent that the LIBO Rate has not been replaced with a Benchmark Replacement, the period (if
any) (x) beginning at the time that sucha Benchmark Replacement Date pursuant to clauses (1) or (2) of that definition has occurred if,
at such time, no Benchmark Replacement has replaced the LIBO
Ratethen-current Benchmark for all purposes
hereunder and under any Loan Document in accordance with
Section 2.10 and (y) ending at the time that a Benchmark Replacement has replaced the LIBO Ratethen-current Benchmark for all purposes hereunder pursuant toand under any
Loan Document in accordance with Section 2.10.

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

“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of
ERISA, (b) a “plan” as defined in Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the
assets of any such “employee benefit plan” or “plan.” 

  
 -8- 













 “BHC Act Affiliate” of a party means an “affiliate” (as such term
is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party. 
 “Board” means the Board of
Governors of the Federal Reserve System of the United States of America. 
 “Borrower” has the meaning set forth in the
Preamble to this Agreement. 
 “Borrowing” means the incurrence of Term Loans of a single Class and Type having, in
the case of LIBO Loans, a single Interest Period. 
 “Borrowing Base” means, as of any date, an amount equal to the
sum of (x) 95% of the face value of all accounts receivable of the Loan Parties and their Restricted Subsidiaries and (y) 65% of the net book value of all inventory owned by the Loan Parties and their Restricted Subsidiaries, in each case,
calculated on a consolidated basis; provided, however, that if Indebtedness is being incurred to finance an Acquisition pursuant to which any accounts receivable or inventory will be acquired (whether through the direct acquisition of
assets or the acquisition of Capital Stock of a Person), the Borrowing Base shall be calculated to give appropriate pro forma effect to any increase in the amount of the Loan Parties’ and their Restricted Subsidiaries’ accounts receivable
and inventory resulting from such Acquisition. 
 “Borrowing Request” means a request by the Borrower for a Borrowing in
accordance with Section 2.03. 
 “Breakage Costs” has the meaning provided in Section 2.16(b). 

“Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York, New York are
authorized or required by law to remain closed; provided, however, that when used in connection with a LIBO Loan, the term “Business Day” shall also exclude any day on which banks are not open for dealings in dollar deposits
in the London interbank market. 
 “Capital Expenditures” means, with respect to BCF Holdings and its Restricted
Subsidiaries for any period, the additions to property, plant and equipment and other capital expenditures of BCF Holdings and its Restricted Subsidiaries that are (or would be) set forth in a Consolidated statement of cash flows of BCF Holdings and
its Restricted Subsidiaries for such period prepared in accordance with GAAP; provided that “Capital Expenditures” shall not include (i) any additions to property, plant and equipment and other capital expenditures made with
(A) the proceeds of any equity securities issued or capital contributions received by any Loan Party or any Subsidiary in connection with such capital expenditures, (B) the proceeds from any casualty insurance or condemnation or eminent
domain, to the extent that the proceeds therefrom are utilized for capital expenditures within twelve months of the receipt of such proceeds or (C) the proceeds or consideration received from any sale, trade in or other disposition of assets
(other than assets constituting Collateral consisting of Inventory and Accounts), to the extent that the proceeds and/or consideration therefrom are utilized for capital expenditures within twelve months of the receipt of such proceeds (or, in the
case of any disposition of Real Estate committed to be reinvested within 12 months of receipt of such proceeds and actually reinvested within 18 months of such receipt), (ii) any such expenditures which constitute a Permitted Acquisition and
(iii) any expenditures which are contractually required to be, and are, reimbursed to the Loan Parties in cash by a third party (including landlords) during such period of calculation. 

“Capital Lease Obligations” means, with respect to any Person for any period, the obligations of such Person to pay rent or
other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required (or if such lease or other arrangement conveying the right to use had been in
effect, would have been required) to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP as in effect on August 13, 2014; for purposes of this Agreement, the amount of such obligations shall be the
capitalized amount thereof determined in accordance with GAAP (except for temporary treatment of construction related expenditures under EITF 97-10, “The Effects of Lessee Involvement in Asset
Construction” which will ultimately be treated as operating leases upon a sale-leaseback transaction). 

  
 -9- 













 “Capital Stock” means, as to any Person that is a corporation, the
authorized shares of such Person’s capital stock, including all classes of common, preferred, voting and nonvoting capital stock, and, as to any Person that is not a corporation or an individual, the membership or other ownership interests in
such Person, including, without limitation, the right to share in profits and losses, the right to receive distributions of cash and other property, and the right to receive allocations of items of income, gain, loss, deduction and credit and
similar items from such Person, whether or not such interests include voting or similar rights entitling the holder thereof to exercise Control over such Person, collectively with, in any such case, all warrants, options and other rights to purchase
or otherwise acquire, and all other instruments convertible into or exchangeable for, any of the foregoing; provided, that any instrument evidencing Indebtedness convertible or exchangeable for Capital Stock shall not be deemed to be Capital
Stock, unless and until any such instruments are so converted or exchanged. 
 “Cash Equivalents” means Permitted
Investments set forth in clauses (a) through (k) in the definition thereof. 
 “CERCLA” means the Comprehensive
Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq. 
 “CFC” means a
“controlled foreign corporation” within the meaning of Section 957 of the Code. 
 “CFC Holding Company”
means a domestic Subsidiary substantially all of whose assets consist of the Capital Stock or debt of one or more Foreign Subsidiaries or other CFC Holding Companies. 

“Change in Control” means, at any time: 

(a) any person or “group” (within the meaning of the Securities and Exchange Act of 1934, as amended), other than any
one or more of the Sponsor Group, is or becomes the beneficial owner (within the meaning of Rule 13d-3 or 13d-5 of the Securities and Exchange Act of 1934, as amended,
except that such person shall be deemed to have “beneficial ownership” of all Capital Stock that such person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or
indirectly, of fifty percent (50%) or more (on a fully diluted basis) of the total then outstanding Capital Stock of Burlington Stores, Inc. entitled to vote for the election of directors of Burlington Stores, Inc. or 

(b) Burlington Stores, Inc. fails at any time to own, directly or indirectly, 100% of the Capital Stock of the Borrower. 

“Change in Law” means (a) the adoption of any Applicable Law after the Amendment No. 89 Effective Date, (b) any change in any Applicable Law or in the interpretation or application thereof by any Governmental Authority after the Amendment No. 89 Effective Date or (c) compliance by any Credit Party (or, for purposes of Section 2.14, by any lending office of such Credit Party or by such Credit Party’s holding company, if any) with any
request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the Amendment
No. 89 Effective Date; provided that, notwithstanding anything herein to the contrary,
(x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank
for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities (or foreign regulatory authorities having jurisdiction over the applicable Lender), in each
case pursuant to Basel III, shall in each case be deemed to be a “Change in Law,” regardless of the date enacted, adopted or issued. 

“Charges” has the meaning provided in Section 9.13. 

“Charter Document” means as to any Person, its partnership agreement, certificate of incorporation, certificate of formation,
operating agreement, membership agreement or similar constitutive document or agreement or its by-laws. 

  
 -10- 













 “Class” refers to (a) the Term B-45 Loans, (b) the Term
B-56
 Loans, (c) any particular Series of Incremental Term Loans and (d) any particular Extension Series of Extended Term Loans, each as an individual Class of Term Loans hereunder. 

“Closing Date” means February 24, 2011. 

“Code” means the Internal Revenue Code of 1986 and the Treasury regulations promulgated thereunder, as amended from time to
time. 
 “Collateral” means any and all “Collateral,” “Pledged Collateral” or words of similar intent
as defined in any applicable Security Document. 
 “Collateral Agent” has the meaning provided in the preamble to this
Agreement. 
 “Commitment” means, as to any Lender, the obligation of such Lender to make a Term Loan to the Borrower in a
principal amount not to exceed the amount set forth opposite its name on Schedule 1.1(a). 
 “Compliance
Certificate” has the meaning provided in Section 5.01(d). 
 “Compounded SOFR” means the compounded average
of SOFRs for the applicable Corresponding Tenor, with the rate, or methodology for this rate, and conventions for this rate (which may include compounding in arrears with a lookback and/or suspension period as a mechanism to determine the interest
amount payable prior to the end of each Interest Period) being established by the Administrative Agent in accordance with: 

(1) the rate, or methodology for this rate,
and conventions for this rate selected or recommended by the Relevant Governmental Body for determining Compounded SOFR;
provided that: 

(2) if, and to the extent that, the
Administrative Agent determines that Compounded SOFR cannot be determined in accordance with clause (1) above, then the rate, or methodology for this rate, and conventions for this rate that the Administrative Agent determines in its reasonable
discretion (in consultation with the Borrower) are substantially consistent with any evolving or then-prevailing market convention for determining compounded SOFR for U.S. dollar-denominated syndicated credit facilities at such time; 

provided,
further, that if the Administrative Agent decides that
any such rate, methodology or convention determined in accordance with clause (1) or clause (2) is not administratively feasible for the Administrative Agent, then Compounded SOFR will be deemed unable to be determined for purposes of the
definition of “Benchmark Replacement. 

“Consolidated” means, when used to modify a financial term, test, statement, or report of a Person, the application or
preparation of such term, test, statement or report (as applicable) based upon the consolidation, in accordance with GAAP, of the financial condition or operating results of such Person and its Restricted Subsidiaries. 

“Consolidated Current Assets” means, at any date, all amounts (other than cash, Cash Equivalents and the current portion of
deferred income taxes) that would, in conformity with GAAP, be included in the caption “total current assets” (or any like caption) on a consolidated balance sheet of the Borrower and its Restricted Subsidiaries at such date (for the
avoidance of doubt, Consolidated Current Assets shall exclude any (i) assets held for sale, (ii) loans (permitted) to third parties, (iii) pension plan assets, (iv) deferred bank fees and (v) derivative financial
instruments). 
 “Consolidated Current Liabilities” means, at any date, all amounts that would, in conformity with GAAP, be
included in the caption “total current liabilities” (or any like caption) on a consolidated balance sheet of the Borrower and its Restricted Subsidiaries at such date, but excluding (a) the current portion of any Funded Debt of the
Borrower and its Restricted Subsidiaries, (b) without duplication of clause (a) above, all Indebtedness consisting of Revolving Credit Loans and Swingline Loans (as defined in the ABL Agreement, or similar term as defined in the


  
 -11- 













 
ABL Facility) to the extent otherwise included therein, (c) the current portion of deferred income taxes, (d) any liability in respect of net obligations pursuant to Hedge Agreements
related solely to interest rate protection, and (e) accruals of any costs or expenses related to restructuring reserves and (f) the current portion of pension liabilities. 

“Consolidated EBITDA” means, with respect to any Person for any period, (i) the sum (without duplication) of
(a) Consolidated Net Income for such period, plus in each case without duplication and to the extent deducted in determining Consolidated Net Income for such period (other than in the case of clause (r)), (b) depreciation, amortization,
and all other non-cash charges, non-cash expenses or non-cash losses, (c) provisions for Consolidated Taxes based on income,
(d) Consolidated Interest Expense, (e) Advisory Fees whether accrued or paid in cash, (f) all transactional costs, expenses and charges in connection with, the consummation of the Transactions, the “Amendment Transactions”
(as defined in this Agreement prior to July 29, 2016), the Amendment Transactions, any amendment, waiver or modification of any Loan Document or other Indebtedness and any transaction related to any Investment, Restricted Payment, Permitted
Acquisition, Permitted Disposition, issuance of Permitted Indebtedness or issuance of Capital Stock, in each case whether or not consummated, (g) to the extent not already included in Consolidated Net Income, proceeds from business interruption
insurance, (h) to the extent not already included in Consolidated Net Income and actually indemnified or reimbursed, or so long as the Borrower has made a determination that there exists reasonable evidence that such amount will in fact be
indemnified or reimbursed (and such amount is in fact reimbursed within 365 days of the date of such charge or payment (with a deduction for any amount so added back to the extent not so reimbursed within such 365 days)), any expenses and charges
that are covered by indemnification or reimbursement provisions in connection with any Permitted Acquisition, Permitted Investment or any Permitted Disposition, (i) cash receipts (or reduced cash expenditures) in respect of income received in
connection with subleases to the extent non-cash gains relating to such income were deducted in the calculation of Consolidated EBITDA pursuant to clause (ii)(b) below for any previous period, (j) the
amount of any restructuring charge, reserve, integration cost or other business optimization expense or cost (including charges directly related to implementation of cost-savings initiatives) that is deducted (and not added back) in such period in
computing Consolidated Net Income including, without limitation, those related to severance, retention, signing bonuses, relocation, recruiting and other employee related costs, future lease commitments, contract and lease termination expenses and
costs related to the opening and closure and/or consolidation of facilities, (k) unusual, nonrecurring, exceptional, extraordinary or nonrecurring expenses, losses or charges, (l) any after-tax
effect of income (loss) from the early retirement, extinguishment or cancellation of Indebtedness or Swap Obligations or other derivative instruments shall be excluded, (m) gains and losses on the sale, exchange or other disposition of assets
outside the ordinary course of business or abandonment of assets and from discontinued operations, (n) the amount of any minority interest expense consisting of Subsidiary income attributable to minority equity interests of third parties in any
non-wholly owned Subsidiary deducted in calculating Consolidated Net Income (and not added back in such period to Consolidated Net Income), (o) any other charges, write-downs, expenses, losses or items
reducing Consolidated Net Income for such period, including any impairment charges or the impact of purchase accounting, or other items classified by the BCF Holdings as special items, (p) any costs or expense incurred by the Loan Parties or
any Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such cost or expenses are funded with
cash proceeds contributed to the capital of BCF Holdings or net cash proceeds of an issuance of Capital Stock (other than Disqualified Capital Stock) of BCF Holdings or any parent of BCF Holdings to the extent contributed to the Borrower’s
Capital Stock (other than Disqualified Capital Stock), (q) costs related to the implementation of operational and reporting systems and technology initiatives and (r) all items described in Pro Forma Adjustments, minus (ii) the sum
of (a) non-cash gains for such period to the extent included in Consolidated Net Income, (b) cash payments made during such period on account of non-cash
charges added back in the calculation of Consolidated EBITDA pursuant to clause (i)(b) above for any previous period and (c) all cash payments made during such period to the extent made on account of
non-cash reserves and other non-cash charges added back to Consolidated Net Income pursuant to clause (i)(l) above in a previous period (it being understood that this
clause (ii)(c) shall not be utilized in reversing any non-cash reserve or charge added to Consolidated Net Income). 

“Consolidated Interest Coverage Ratio” means, on the last day of any Fiscal Quarter, the ratio of (a) Consolidated
EBITDA of the Borrower and its Restricted Subsidiaries for the period of four consecutive Fiscal Quarters most recently ended on and prior to such date, taken as one accounting period, to (b) Consolidated Interest Expense of the Borrower and
its Restricted Subsidiaries for the period of four consecutive Fiscal Quarters most recently ended on and prior to such date, taken as one accounting period. 

  
 -12- 













 “Consolidated Interest Expense” means, with respect to any Person for any
period, total interest expense (including that attributable to Capital Lease Obligations in accordance with GAAP but excluding any imputed interest as a result of purchase accounting) of such Person on a Consolidated basis with respect to all
outstanding Indebtedness of such Person, including, without limitation, the Obligations and all commissions, discounts and other fees and charges owed with respect thereto, but excluding amortization or
write-off of deferred financing costs and bridge facility fees, all as determined on a Consolidated basis in accordance with GAAP and reduced by interest income received or receivable in cash for such period.
For purposes of the foregoing, interest expense of any Person shall be determined after giving effect to any net payments made or received by such Person with respect to interest rate Hedge Agreements. 

“Consolidated Leverage Ratio” means, as of any date, the ratio of (a) the sum of (i) Consolidated Total Debt (other
than any portion of such Consolidated Total Debt that is attributed to Revolving Credit Loans of the Borrower and its Restricted Subsidiaries outstanding at such date) plus (ii) the ABL Borrowings Amount on such date less
(iii) unrestricted cash and Cash Equivalents of the Borrower and its Restricted Subsidiaries on such date to (b) Consolidated EBITDA of the Borrower and its Restricted Subsidiaries for the period of four consecutive Fiscal Quarters most
recently ended on or prior to such date, taken as one accounting period. 
 “Consolidated Net Income” means, with respect
to any Person for any period, the net income (or loss) of such Person on a Consolidated basis for such period taken as a single accounting period determined in accordance with GAAP; provided, however, that there shall be excluded the
income (or loss) of any Person that is not a Restricted Subsidiary, except to the extent of the amount of dividends or other distributions actually paid in cash to such Person and its Restricted Subsidiaries by such Person during such period. 

“Consolidated Secured Leverage Ratio” means, as of any date, the ratio of (a) the sum of (i) Consolidated Total
Debt (other than any portion of such Consolidated Total Debt that is (x) attributed to Revolving Credit Loans of the Borrower and its Restricted Subsidiaries outstanding at such date or (y) not secured by any Liens on any assets of the
Borrower or any of its Restricted Subsidiaries) plus (ii) the ABL Borrowings Amount on such date less (iii) unrestricted cash and Cash Equivalents of the Borrower and its Restricted Subsidiaries on such date to
(b) Consolidated EBITDA of the Borrower and its Restricted Subsidiaries for the period of four consecutive Fiscal Quarters most recently ended on or prior to such date, taken as one accounting period. 

“Consolidated Taxes” means, as of any date for the applicable period ending on such date with respect to the Borrower and its
Restricted Subsidiaries on a Consolidated basis, the aggregate of all income, withholding, franchise and similar taxes and foreign withholding taxes, as determined in accordance with GAAP, to the extent the same are paid or accrued during such
period. 
 “Consolidated Total Assets” means, as of any date of determination, the amount that would, in conformity with
GAAP, be set forth opposite the caption “total assets” (or any like caption) on the most recent consolidated balance sheet of the Parent and its Restricted Subsidiaries and that is attributable to assets of the Borrower and its
Restricted Subsidiaries at such date or, for the period prior to the time any such statements are so delivered. 
 “Consolidated
Total Debt” means, at any date, the aggregate principal amount of all funded Indebtedness for borrowed money and Capital Lease Obligations of the Borrower and its Restricted Subsidiaries on a Consolidated basis outstanding at such date in
the amount that would be reflected on a balance sheet prepared on such date in accordance with GAAP. 
 “Consolidated Working
Capital” means, at any date, the excess of Consolidated Current Assets on such date over Consolidated Current Liabilities on such date. 

“Control” means the possession, directly or indirectly, of the power (a) to vote 50% or more of the securities having
ordinary voting power for the election of directors (or any similar governing body) of a Person, or (b) to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power or by
contract. The terms “Controlling” and “Controlled” have meanings correlative thereto. 

  
 -13- 













 “Converted Term B-45 Loan” means each Term B-45 Loan held by an Amendment No. 69 Consenting Lender on the Amendment No. 69 Effective Date that has consented to its Term B-45 Loans being converted to Term
B-56
 Loans (or, if less, the amount notified to such Lender by the Administrative Agent) immediately prior to the effectiveness of Amendment No. 69. 
 “Corresponding Tenor” with respect to a Benchmark Replacement
meansany Available Tenor means, as applicable,
either a tenor (including overnight) or an interest payment
period having approximately the same length (disregarding business day adjustment) as the applicable tenor
for the applicable Interest Period with respect to the LIBO Ratesuch Available Tenor. 
 “Covered Entity” means any of the following: 

(i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R.
§ 252.82(b); 
 (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12
C.F.R. § 47.3(b); or 
 (iii) a “covered FSI” as that term is defined in, and interpreted in accordance
with, 12 C.F.R. § 382.2(b). 
 “Covered Party” has the meaning provided in Section 9.21. 

“Credit Party” means (a) the Lenders, (b) the Agents and their respective Affiliates and branches, (c) the ArrangerArrangers
 and (d) the successors and permitted assigns of each of the foregoing. 

“Credit Party Expenses” means, all of the following to the extent incurred in connection with this Agreement and the other
Loan Documents: (a) all reasonable and documented out-of-pocket expenses incurred by the Agents and their Affiliates, (which in the case of legal expenses shall be
limited to the reasonable and documented fees, charges and disbursements of one counsel for the Agents and their Affiliates (plus one local counsel in each other jurisdiction to the extent reasonably necessary)), in connection with the preparation
and administration of the Loan Documents, the syndication of the credit facilities provided for herein, or any amendments, modifications or waivers requested by a Loan Party of the provisions hereof or thereof (whether or not any such amendments,
modifications or waivers shall be consummated) and (b) all reasonable and documented out-of-pocket expenses incurred by the ArrangerArrangers
, Agents or, subject to the proviso below any Lender and their respective Affiliates and branches, including the reasonable and documented fees, charges and disbursements of one counsel for the ArrangerArrangers
, the Agents and their Affiliates (plus one local counsel in each other jurisdiction to the extent reasonably necessary) in connection with the enforcement and protection of their rights in connection with
the Loan Documents, including all such reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or related negotiations in respect of
such Term Loans; provided that the Lenders who are not the ArrangerArrangers or Agents shall be entitled to reimbursement for no more than
one counsel representing all such Lenders who shall be selected by the Agent (absent a conflict of interest in which case each group of similarly situated Lenders, taken as a whole, may engage and be reimbursed for one additional counsel to the
affected party). Credit Party Expenses shall not include the allocation of any overhead expenses of any Credit Party or expenses of third-party advisors (other than counsel as provided above) absent the prior written consent of the Borrower;
provided that the Borrower’s prior written consent shall not be required for expenses of third-party advisors retained following the occurrence and during the continuance of an Event of Default in connection with the exercise of any
remedies hereunder or under any other Loan Document or any suit, action or proceeding relating to the enforcement of any rights hereunder or under any Loan Document. 

“Daily
Simple SOFR” means, for any day, SOFR, with the conventions for this rate (which may include a lookback) being established by the Administrative Agent in accordance with the conventions for this rate selected or recommended by the Relevant
Governmental Body for determining “Daily Simple SOFR” for business loans; provided, that if the Administrative Agent decides that any such convention is not administratively feasible for the Administrative Agent, then the Administrative
Agent may establish another convention in its reasonable discretion. 

  
 -14- 













 “Default” means any event or condition described in Section 7.01 that
constitutes an Event of Default or that upon notice, lapse of any cure period set forth in Section 7.01, would, unless cured or waived, become an Event of Default. 

“Default Rate” has the meaning provided in Section 2.12. 

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R.
§§ 252.81, 47.2 or 382.1, as applicable. 
 “Designated Non-Cash
Consideration” means the fair market value (as determined in good faith by the Borrower) of non-cash consideration received by the Loan Parties or one of their Restricted Subsidiaries in connection
with a Permitted Disposition that is so designated as Designated Non-Cash Consideration pursuant to an officer’s certificate, setting forth the basis of such valuation, less the amount of cash or Cash
Equivalents received in connection with a subsequent payment, redemption, retirement, sale or other disposition of such Designated Non-Cash Consideration. A particular item of Designated Non-Cash Consideration will no longer be considered to be outstanding when and to the extent it has been paid, redeemed or otherwise retired or sold or otherwise disposed of in compliance with Section 6.05.

 “Disclosed Matters” means the actions, suits and proceedings and the environmental matters disclosed on Schedule
3.06(a) and Schedule 3.06(b). 
 “Discount Range” has the meaning provided in Section 2.16(d)(ii). 

“Discounted Prepayment Option Notice” has the meaning provided Section 2.16(d)(ii). 

“Discounted Voluntary Prepayment” has the meaning provided in Section 2.16(d)(i). 

“Discounted Voluntary Prepayment Notice” has the meaning provided in Section 2.16(d)(v). 

“Disqualified Capital Stock” means any Capital Stock which, by its terms (or by the terms of any security into which it is
convertible or for which it is exchangeable), or upon the happening of any event, (a) is mandatorily redeemable in whole or in part prior to the Maturity Date of any Class of Term Loans outstanding on the date such Capital Stock is issued,
pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof, in whole or in part, (b) is convertible into or exchangeable (unless at the sole option of the issuer thereof) for (i) Indebtedness
or any Capital Stock referred to in (a) above prior to the Maturity Date of any Class of Term Loans outstanding on the date such Capital Stock is issued, or (c) contains any mandatory repurchase obligation which comes into effect
prior to the Maturity Date of any Class of Term Loans outstanding on the date such Capital Stock is issued, provided, that Capital Stock shall not constitute Disqualified Capital Stock to the extent (i) such redemption or conversion
is (x) upon payment in full of the Obligations (other than contingent obligations for which no claim has been made) or (y) upon a “change in control,” asset sale or similar event or (ii) such Capital Stock is issued
pursuant to a plan for the benefit of employees of Parent (or any parent entity), the Borrower or the Restricted Subsidiaries or by any such plan to such employees, and such plan requires such Capital Stock to be repurchased by the Borrower or its
Restricted Subsidiaries in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s termination, death or disability. 

“Disqualified Institution” means (x) (i) any Person listed on Schedule III to Amendment No. 8
or9,
 (ii) any Lender that has made an incorrect representation
or warranty or deemed representation or warranty with respect to not being a Net Short Lender as provided in Section 7.01, or (iii) any Person that is a direct competitor of the Borrower
or any of its Restricted Subsidiaries, identified in writing by the Borrower to the Administrative Agent and the Lenders from time to time by e-mail to JPMDQ_Contact@jpmorgan.com and (y) any Affiliate
thereof (excluding any Affiliate that is a bona fide debt fund, bank or institutional investor) that is either (I) identified in writing by the Borrower to the Administrative Agent and the Lenders from time to time by e-mail to JPMDQ_Contact@jpmorgan.com or (II) readily identifiable as such on the basis of its name. Any change in the list of Disqualified Institutions pursuant to clauses (x) or (y)(I) shall become
effective on the third Business Day following the receipt of such e-mail; provided that (A) the Administrative Agent shall have no duty to monitor the


  
 -15- 













 
list of Disqualified Institutions and shall have no liability in connection therewith and (B) no designation of a Person as a Disqualified Institution shall operate retroactively to any
Person that was a Lender or a party to a pending trade at the time of such designation. 
 “Documents” has the meaning
assigned to such term in the Security Agreement. 
 “dollars” or “$” refers to lawful money of the United
States of America. 
 “Early Opt-in Election” means, if the then-current Benchmark is LIBO Rate, the occurrence of:

 (1) (i) a
determinationnotification
 by the Administrative Agent to (or the request by the
Borrower (as notified to the Administrative Agent) or (ii) a notification by the Required Lenders to the Administrative Agent (with a copy to the Borrower) that the Required Lenders have determined that U.S.
dollar-denominated to notify) each of the other
parties hereto that at least five currently outstanding Dollar-denominated syndicated credit facilities
being executed at such time, or that include language similar to that contained in Section 2.10 are being executed or amended, as applicable, to incorporate or adopt a new benchmark interest rate
to replace the LIBO Rate, and contain (as a result of
amendment or as originally executed) a SOFR-based rate (including SOFR, a term SOFR or any other rate based upon SOFR) as a benchmark rate (and such syndicated credit facilities are identified in such notice and are publicly available for review),
and 
 (2) (i) the
joint election by the Administrative Agent orand the Borrower or (ii) the election by the Required Lenders to declare that an Early
Opt-in Election has occurredto trigger a fallback from LIBO
Rate and the provision, as applicable, by the
Administrative Agent of written notice of such election to the Borrower and the Lenders, by the Borrower to the Administrative Agent or by the Required Lenders
of written notice of such election to the Administrative AgentLenders. 
 “Earn-Out Obligations” means the
maximum amount of all obligations incurred or to be incurred in connection with any Acquisition of a Person pursuant to a Permitted Acquisition or other Permitted Investment under non-compete agreements,
consulting agreements, earn-out agreements and similar deferred purchase agreements. 
 “ECF
Percentage” means, with respect to any Fiscal Year of the Borrower ending on or after January 31, 2015, 50%; provided that the ECF Percentage shall be reduced to (i) 25%, if the Consolidated Secured Leverage Ratio as of the last
day of such Fiscal Year is less than or equal to 3.00 to 1.00 and greater than 2.75 to 1.00 or (ii) 0%, if the Consolidated Secured Leverage Ratio as of the last day of such Fiscal Year is less than or equal to 2.75 to 1.00. 

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

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

“EEA Resolution Authority” means any public administrative authority or any Person entrusted with public administrative
authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution. 
 “Electronic Signature” means an electronic sound, symbol, or process attached to, or associated with, a contract or
other record and adopted by a Person with the intent to sign, authenticate or accept such contract or record. 

  
 -16- 













 “Eligible Assignee” means any Lender, Affiliate of a Lender or Fund
(including, without limitation, any Investment Fund or Approved Fund); provided that in any event, “Eligible Assignee” shall not include any natural person or any Disqualified Institution. 

“Environmental Laws” means all Applicable Laws issued, promulgated or entered into by or with any Governmental Authority,
relating in any way to (a) the protection of the environment, (b) the handling, treatment, storage, disposal of Hazardous Materials, (c) exposure of any Person to Hazardous Materials, or the Release or threatened Release of any
Hazardous Material to the environment, (d) the assessment or remediation of any such Release or threatened Release of any Hazardous Material to the environment or (e) occupational health or safety matters to the extent relating to
Hazardous Materials. 
 “Environmental Liability” means any liability, contingent or otherwise (including, without
limitation, any liability for damages, natural resource damage, costs of environmental remediation, administrative oversight costs, fines, penalties or indemnities), of any Loan Party directly or indirectly resulting from or based upon
(a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the Release or threatened Release
of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement to the extent liability is assumed or imposed with respect to any of the foregoing. 

“Equipment” has the meaning set forth in the Security Documents. 

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time and the regulations
promulgated and rulings issued thereunder. 
 “ERISA Affiliate” means any trade or business (whether or not incorporated)
that, together with the Borrower, is treated as a single employer under Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under
Section 414 of the Code. 
 “ERISA Event” means (a) any “reportable event,” as defined in
Section 4043 of ERISA with respect to a Plan (other than an event for which the 30 day notice period is waived); (b) with respect to any Plan, the failure to satisfy the minimum funding standard under Section 412 of the Code or
Section 302 of ERISA, whether or not waived; (c) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the
incurrence by the Borrower or any ERISA Affiliate of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by the Borrower or any ERISA Affiliate from the PBGC or a plan administrator of any notice
relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f) the incurrence by the Borrower or any ERISA Affiliate of any liability in excess of $75,000,000 (or such lesser amount as would
reasonably be expected to result in a Material Adverse Effect) with respect to the withdrawal or partial withdrawal from any Plan (including any liability under Section 4062(e) of ERISA) or Multiemployer Plan; or (g) the receipt by the
Borrower or any ERISA Affiliate of any notice, concerning the imposition on it of Withdrawal Liability in excess of $75,000,000 (or such lesser amount as would reasonably be expected to result in a Material Adverse Effect) 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. 
 “EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to
time. 
 “Event of Default” has the meaning provided in Section 7.01. 

“Excess Cash Flow” means, for any Fiscal Year of the Borrower, the excess, if any, of (a) the sum, without duplication,
of (i) Consolidated Net Income for such Fiscal Year, (ii) the amount of all non-cash charges (including Consolidated depreciation and amortization) deducted in arriving at such Consolidated Net
Income to the extent such non-cash charges do not result in a cash payment in a future period, (iii) decreases in Consolidated Working Capital for such Fiscal Year, and (iv) the aggregate net amount
of non-cash loss on the sale, transfer or other disposition of any assets by the Borrower and its Subsidiaries during such Fiscal Year outside the ordinary course of business, to the extent deducted in
arriving at such Consolidated Net Income over (b) the sum, without duplication, 

  
 -17- 













 
of (i) the amount of all non-cash credits included in arriving at such Consolidated Net Income, (ii) the aggregate amount actually paid by the
Borrower and its Subsidiaries in cash during such Fiscal Year on account of unfinanced Capital Expenditures, Permitted Acquisitions or Permitted Investments constituting an Acquisition, (or, at the election of the Borrower, otherwise committed to be
spent within 180 days of the end of the fiscal year), (iii) the aggregate amount of all regularly scheduled principal payments of the Term Loans during such Fiscal Year, (iv) the aggregate amount of all regularly scheduled, mandatory or
optional principal payments of Funded Debt (other than the Term Loans) of the Borrower and its Subsidiaries made during such Fiscal Year (other than (x) in respect of any revolving credit facility to the extent there is not an equivalent
permanent reduction in commitments thereunder and (y) any such principal prepayments financed with the proceeds of other Indebtedness), (v) increases in Consolidated Working Capital for such Fiscal Year, (vi) the aggregate net amount of non-cash gain on the sale, transfer or other disposition of any assets by the Borrower and its Subsidiaries during such Fiscal Year outside the ordinary course of business, to the extent included in arriving at such
Consolidated Net Income, (vii) the aggregate amount of cash payments made in respect of (x) long-term liabilities of the Borrower and its Subsidiaries other than Indebtedness and (y) Restricted Payments pursuant to clauses (ii),
(iii), (iv), (v), (vi), (vii), (x), (xi), (xii), (xiii), (xiv), (xvi), and, to the extent relating to the foregoing, (xviii) of Section 6.06(a) paid to any Person other than the Borrower or any Restricted Subsidiary, except, in each case,
to the extent financed with the proceeds of Indebtedness of the Borrower or the Restricted Subsidiaries (other than revolving loans or intercompany loans) and (viii) the aggregate amount of any premium, make-whole or penalty payments actually
paid in cash by the Borrower and the Restricted Subsidiaries during such period that are made in connection with any prepayment of Indebtedness to the extent that such payments are not deducted in calculating Consolidated Net Income. 

“Excess Cash Flow Application Date” has the meaning provided in Section 2.17(d). 

“Excluded Taxes” means, with respect to the Agents, any Lender or any other recipient of any payment to be made by or on
account of any obligation of the Borrower hereunder, (a) Taxes imposed on or measured by such recipient’s net income or overall gross income or receipts (however denominated), franchise Taxes imposed on it (in lieu of such income Taxes)
and branch profits (or similar) Taxes imposed on it, in each case, by any jurisdiction (or any political subdivision thereof) as a result of the recipient being organized or having its principal office or, in the case of any Lender, its applicable
lending office, in such jurisdiction or as a result of any other present or former connection of such recipient with the jurisdiction imposing such Taxes (other than any such connection arising solely from this Agreement or any other Loan Documents
or any transactions contemplated thereunder), (b) Taxes imposed pursuant to FATCA, and (c) in the case of a Foreign Lender (other than an assignee pursuant to a request by the Borrower under Section 2.24(a)), any United States federal
withholding tax that is imposed on amounts payable to such Foreign Lender (i) under any law in effect at the time such Foreign Lender becomes a party to this Agreement (or designates a new lending office other than at the request of the
Borrower under Section 2.24), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, immediately prior to designation of a new lending office (or assignment), to receive additional amounts from the Borrower with
respect to such withholding tax pursuant to Section 2.23(a) or (ii) is attributable to such Foreign Lender’s failure to comply with Section 2.23(e). 

“Existing Term Loan Class” has the meaning provided in Section 2.06(a). 

“Extended Term Loans” has the meaning provided in Section 2.06(a). 

“Extending Term Lender” has the meaning provided in Section 2.06(c). 

“Extension Election” has the meaning provided in Section 2.06(c). 

“Extension Request” has the meaning provided in Section 2.06(a). 

“Extension Series” has the meaning provided in Section 2.06(b). 

“Facility Guarantee” means any Guarantee of the Obligations executed by BCF Holdings and its Restricted Subsidiaries which
are or hereafter become Facility Guarantors in favor of the Agents and the other Secured Parties. 

  
 -18- 













 “Facility Guarantors” means any Person executing a Facility Guarantee. 

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version
that is substantively comparable) and any current or future Treasury regulations with respect thereto or official governmental interpretations thereof, and any intergovernmental agreements or FFI agreements implementing the foregoing. 

“Federal Funds Effective Rate” means, for any day, the rate calculated by the NYFRB based on such day’s federal funds
transactions by depositary institutions, as determined in such manner as shall be set forth on the Federal Reserve Bank of New York’s Website from time to time, and published on the next succeeding Business Day by the NYFRB as the federal funds
effective rate. 
 “Federal Reserve Bank of New York’s Website” means the website of the NYFRB at
http://www.newyorkfed.org, or any successor source. 
 “Fee Letter” means the Amended and Restated Fee Letter dated
April 30, 2012 by and between the Borrower and the Administrative Agent. 
 “Financial Officer” means, with respect to
any Loan Party, the chief financial officer, chief accounting officer, treasurer, assistant treasurer, controller or assistant controller of such Loan Party. 

“Fitch” means Fitch Ratings, Inc., and any affiliate thereof and any successor thereto. 

“Fiscal Month” means any fiscal month of any Fiscal Year, which month shall generally consist of (i) in the case of the
first, third, fourth, sixth, seventh, ninth and tenth Fiscal Months of each Fiscal Year, four calendar weeks, (ii) in the case of the second, fifth, eighth and eleventh Fiscal Months of each Fiscal Year, five calendar weeks and (iii) in
the case of the twelfth Fiscal Month of each Fiscal Year, the period from the first day following the eleventh Fiscal Month of such Fiscal Year through the last day of such Fiscal Year, in accordance with the fiscal accounting calendar of BCF
Holdings and its Subsidiaries. 
 “Fiscal Quarter” means any fiscal quarter of any Fiscal Year, which quarter shall
generally end on (i) in the case of the first three Fiscal Quarters of each Fiscal Year, on the date that is 13 weeks after the last day of the preceding Fiscal Quarter and (ii) in the case of the last Fiscal Quarter of each Fiscal Year,
on the last day of such Fiscal Year, in accordance with the fiscal accounting calendar of BCF Holdings and its Subsidiaries. 

“Fiscal Year” means any period of twelve consecutive Fiscal Months ending on the Saturday closest to January 31 of any
calendar year. 
 “Fixed Amounts” has the meaning provided in Section 1.07(b). 

“Flood Insurance Laws” means, collectively, (i) the National Flood Insurance Act of 1968 as now or hereafter in effect
or any successor statute thereto, (ii) the Flood Disaster Protection Act of 1973 as now or hereafter in effect or any successor statue thereto, (iii) the National Flood Insurance Reform Act of 1994 as now or hereafter in effect or any
successor statute thereto, (iv) the Flood Insurance Reform Act of 2004 as now or hereafter in effect or any successor statute thereto and (v) the Biggert-Waters Flood Insurance Reform Act of 2012 as now or hereafter in effect or any
successor statute thereto. 

“Floor”
 means the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification, amendment or renewal of this Agreement or otherwise) with respect to LIBO Rate. 
 “Foreign Lender” means any Lender that is organized under the laws of a
jurisdiction other than the United States of America or any State thereof or the District of Columbia. 

  
 -19- 













 “Foreign Subsidiary” means any Subsidiary that is organized under the laws
of a jurisdiction other than the United States of America or any State thereof or the District of Columbia. 
 “Fund” means
any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business. 

“Funded Debt” means, as to any Person, all Indebtedness for borrowed money of such Person that matures more than one year
from the date of its creation or arises under a revolving credit or similar agreement that obligates the lender or lenders to extend credit during a period of more than one year from such date, including all current maturities and current sinking
fund payments in respect of such Indebtedness whether or not required to be paid within one year from the date of its creation and, in the case of the Borrower, Indebtedness in respect of the Term Loans and Revolving Credit Loans. 

“Funding Office” means the office of the Administrative Agent specified in Section 9.01 or such other office as may be
specified from time to time by the Administrative Agent as its funding office by written notice to the Borrower and the Lenders. 

“GAAP” means generally accepted accounting principles in effect from time to time in the United States of America which are
consistent with those promulgated or adopted by the Financial Accounting Standards Board and its predecessors (or successors) in effect and applicable to that accounting period in respect of which reference to GAAP is being made. 

“Governmental Authority” means the government of the United States of America, any other nation or any political subdivision
thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, tribunal, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or
pertaining to government. 
 “Guarantee” of or by any Person (the “guarantor”) means any obligation,
contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any
obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any
security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity
capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of
guaranty issued to support such Indebtedness or obligation, provided that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business or customary and reasonable indemnity
obligations, including but not limited to, those in effect on the Closing Date or entered into in connection with any Permitted Acquisition, Permitted Investment or Permitted Disposition (other than such obligations with respect to Indebtedness).
The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum
reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. 
 “Hazardous
Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated
biphenyls, radon gas, toxic mold, and all other substances or wastes of any nature regulated pursuant to any Environmental Law, including any material listed as a hazardous substance under Section 101(14) of CERCLA. 

“Hedge Agreement” means any derivative agreement, or any interest rate protection agreement, interest rate swap agreement,
interest rate cap agreement, interest rate collar agreement, foreign currency exchange agreement, commodity price protection agreement or other interest or currency exchange rate or commodity price hedging arrangement. 

  
 -20- 













 “Holdco Notes” means the 9.00%/9.75% Senior Notes due 2018 issued by
Burlington Stores, Inc. outstanding immediately prior to August 13, 2014. 
 “Immaterial Subsidiary” means a
Restricted Subsidiary of BCF Holdings (other than the Borrower) for which (a) the assets of such Restricted Subsidiary constitute less than or equal to 3% of the total assets of BCF Holdings and its Restricted Subsidiaries on a consolidated
basis and collectively with all Immaterial Subsidiaries, less than or equal to 5% of the total assets of BCF Holdings and its Restricted Subsidiaries on a consolidated basis, and (b) the revenues of such Restricted Subsidiary account for less
than or equal to 3% of the total revenues of BCF Holdings and its Restricted Subsidiaries on a consolidated basis and collectively with all Immaterial Subsidiaries, less than or equal to 5% of the total revenues of BCF Holdings and its Restricted
Subsidiaries on a consolidated basis. 
 “Impacted Interest Period” has the meaning assigned to it in the definition of
“LIBO Rate.” 
 “Incremental Effective Date” has the meaning provided in Section 2.05(a). 

“Incremental Term Lender” has the meaning provided in Section 2.05(b). 

“Incremental Term Loan” has the meaning provided in Section 2.05(a). 

“Incremental Term Loan Amendment” has the meaning provided in Section 2.05(c). 

“Incurrence-Based Amounts” has the meaning provided in Section 1.07(b). 

“Indebtedness” of any Person means, without duplication: 

(a) all obligations of such Person for borrowed money (including any obligations which are without recourse to the credit of
such Person); 
 (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments; 

(c) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by
such Person; 
 (d) all obligations of such Person in respect of the deferred purchase price of property or services; 

(e) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or
otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed or is limited in recourse; 

(f) all Guarantees by such Person of Indebtedness of others described in clauses (a) - (e), and (g) - (l) hereof; 

(g) all Capital Lease Obligations of such Person; 

(h) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of
guaranty; 
 (i) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances; 

(j) the Agreement Value of all Hedge Agreements; 

  
 -21- 













 (k) the principal and interest portions of all rental obligations of such
Person under any Synthetic Lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheet financing where such transaction is considered
borrowed money indebtedness for tax purposes but is classified as an operating lease in accordance with GAAP; and 
 (l) all
mandatory obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any Capital Stock of such Person (including, without limitation, Disqualified Capital Stock) to the extent required by GAAP to be
accounted for as indebtedness. 
 Notwithstanding the foregoing, Indebtedness shall not include (A) any sale-leaseback transactions to the extent the
lease or sublease thereunder is not required to be recorded under GAAP as a Capital Lease Obligation, (B) any obligations relating to overdraft protection, netting services, and other cash management services, (C) any preferred stock
required to be included as Indebtedness in accordance with GAAP, (D) items that would appear as a liability on a balance sheet prepared in accordance with GAAP as a result of the application of EITF
97-10, “The Effects of Lessee Involvement in Asset Construction,” (E) trade accounts payable, deferred revenues, liabilities associated with customer prepayments and deposits and any such obligations
incurred under ERISA, and other accrued obligations (including transfer pricing), in each case incurred in the ordinary course of business, (F) operating leases, (G) customary obligations under employment agreements and deferred
compensation, (H) deferred revenue and deferred tax liabilities and (I) contingent post-closing purchase price adjustments, non-compete or consulting obligations or earn-outs to which the seller in
an Acquisition or Investment may become entitled. The amount of Indebtedness of any Person for purposes of clause (e) above shall (unless such Indebtedness has been assumed by such Person) be deemed to be equal to the lesser of (i) the
aggregate unpaid amount of such Indebtedness and (ii) the fair market value of the property encumbered thereby as determined by such Person in good faith. 

The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general
partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable
therefor. 
 “Indemnified Taxes” means all Taxes other than Excluded Taxes. 

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

“Information” has the meaning provided in Section 9.15. 

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

“Intellectual Property” means all present and future: trade secrets, know-how and
other proprietary information; trademarks, Internet domain names, service marks, trade dress, trade names, business names, designs, logos, slogans (and all translations, adaptations, derivations and combinations of the foregoing), indicia and other
source and/or business identifiers, all of the goodwill related thereto, and all registrations and applications for registrations thereof; works of authorship and other copyrighted works (including copyrights for computer programs), and all
registrations and applications for registrations thereof; inventions (whether or not patentable) and all improvements thereto; patents and patent applications, together with all continuances, continuations, continuations-in-part, divisions, revisions, extensions, reissuances, and reexaminations thereof; industrial design applications and registered industrial designs; books, records, writings, computer tapes or
disks, flow diagrams, specification sheets, computer software, source codes, object codes, executable code, data, databases and other physical manifestations, embodiments or incorporations of any of the foregoing; all other intellectual property and
intellectual property rights; all rights to sue and recover at law or in equity for any past, present or future infringement, dilution or misappropriation, or other violation thereof; and all common law and other rights throughout the world in and
to all of the foregoing. 
 “Intellectual Property Security Agreement” means the Intellectual Property Security Agreement
dated as of the Closing Date among the Loan Parties and the Collateral Agent for its own benefit and for the benefit of the other Credit Parties, granting a Lien in the Intellectual Property of the Loan Parties, as amended, restated, supplemented or
otherwise modified and in effect from time to time. 

  
 -22- 













 “Intercreditor Agreement” means, collectively, the ABL Intercreditor
Agreement and, following the effectiveness thereof, any Pari Passu Lien Intercreditor Agreement and any Second Lien Intercreditor Agreement. 

“Interest Payment Date” means (a) with respect to any Prime Rate Loan, the last day of each Fiscal Quarter and
(b) with respect to any LIBO Loan, on the last day of the Interest Period applicable to the Borrowing of which such LIBO Loan is a part, and, in addition, if such LIBO Loan has an Interest Period of greater than three months, on the last day of
every third month of such Interest Period; provided that the Amendment No. 69 Effective Date shall constitute an Interest Payment Date for the Term
B-45
 Loans (including the Converted Term B-45 Loans). 

“Interest Period” means, with respect to any LIBO Borrowing, the period commencing on the date of such Borrowing and ending
on the numerically corresponding day in the calendar month that is one (1), two (2), three (3), or six
(6) months, and, if agreed to by all applicable Lenders, twelve (12) months thereafter (or such shorter period, to the extent available to all Lenders and as to which the Administrative Agent may reasonably consent) (or with respect to the
initial interest periods commencing on the Amendment
No. 
69 Effective Date, such other periods of less than three (3) months as to which the Administrative Agent may reasonably consent) as the Borrower may elect by notice to the Administrative Agent in accordance
with the provisions of this Agreement; provided, however, that (a) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next
succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, (b) any Interest Period of one month or more that commences on the last Business Day of a calendar
month (or on a day for which there is no numerically corresponding day in the last calendar month during which such Interest Period ends) shall end on the last Business Day of the calendar month of such Interest Period and (c) any Interest
Period that would otherwise end after the Maturity Date for any Class of Term Loans shall end on the Maturity Date for such Class of Term Loans. For purposes hereof, the date of a Borrowing initially shall be the date on which such
Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing. 

“Interpolated Rate” means, at any time, for any Interest Period, the rate per annum (rounded to the same number of
decimal places as the LIBO Screen Rate) determined by the Administrative Agent (which determination shall be conclusive and binding absent manifest error) to be equal to the rate that results from interpolating on a linear basis between (a) the
LIBO Screen Rate for the longest period (for which the LIBO Screen Rate is available) that is shorter than the Impacted Interest Period and (b) the LIBO Screen Rate for the shortest period (for which that LIBO Screen Rate is available) that
exceeds the Impacted Interest Period, in each case, at such time. 
 “Inventory” has the meaning assigned to such term in
the Security Agreement. 
 “Investment” means with respect to any Person, any direct or indirect acquisition or investment
by such Person, whether by means of: 
 (a) any Capital Stock of another Person, evidence of Indebtedness or other security
of another Person, including any option, warrant or right to acquire the same; 
 (b) any loan, advance, contribution to
capital, extension of credit (except for current trade and customer accounts receivable for inventory sold or services rendered in the ordinary course of business) to, or guaranty of Indebtedness of, another Person; and 

(c) any Acquisition; 
 in all
cases whether now existing or hereafter made. For purposes of calculation, the amount of any Investment outstanding at any time shall be the aggregate cash Investment less all cash returns, cash dividends and cash distributions (or the fair market
value of any non-cash returns, dividends and distributions) received by such Person. 

  
 -23- 













 “Investment Fund” means (i) Sankaty Advisors, LLC and any affiliate of
Sankaty Advisors, LLC that Sankaty Advisors, LLC manages, makes investment decisions for or controls and (ii) any affiliate of the Sponsors that is a bona fide diversified debt fund or a bona fide diversified investment vehicle that is engaged
in, or advises funds and other investment vehicles that are engaged in, the making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit in the ordinary course. 

“ISDA Master Agreement” means the form entitled “2002 ISDA Master Agreement” or such other replacement form then
currently published by the International Swap and Derivatives Association, Inc., or any successor thereto. 
 “Joinder
Agreement” means an agreement, in substantially the form attached hereto as Exhibit D, pursuant to which, among other things, a Person becomes a party to, and bound by the terms of, this Agreement and/or the other Loan Documents in
the same capacity and to the same extent as a Facility Guarantor. 
 “LCT Election” has the meaning provided in
Section 1.09(a). 
 “LCT Test Date” has the meaning provided in Section 1.09(a). 

“Lease” means any agreement pursuant to which a Loan Party is entitled to the use or occupancy of any space in a structure,
land, improvements or premises for any period of time. 
 “Lender Participation Notice” has the meaning provided in
Section 2.16(d)(iii). 
 “Lenders” means the Lenders having Commitments or Term Loans from time to time or at any
time, and each assignee that becomes a party to this Agreement as set forth in Section 9.04(b). 
 “LIBO Borrowing”
means a Borrowing comprised of LIBO Loans. 
 “LIBO Loan” means any Term Loan bearing interest at a rate determined by
reference to the Adjusted LIBO Rate in accordance with the provisions of Article II. 
 “LIBO Rate” means, with respect to
any LIBO Borrowing for any Interest Period, the LIBO Screen Rate at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period; provided that if the LIBO Screen Rate shall not be available at
such time for such Interest Period (an “Impacted Interest Period”) then the LIBO Rate shall be the Interpolated Rate. 

“LIBO Screen Rate” means, for any day and time, with respect to any LIBO Borrowing for any Interest Period, the London
interbank offered rate as administered by ICE Benchmark Administration (or any other Person that takes over the administration of such rate for U.S. Dollars for a period equal in length to such Interest Period as displayed on such day and time on
pages LIBOR01 or LIBOR02 of the Reuters screen that displays such rate (or, in the event such rate does not appear on a Reuters page or screen, on any successor or substitute page on such screen that displays such rate, or on the appropriate page of
such other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion, provided that if the LIBO Screen Rate shall be less than zero, such rate shall be deemed to be
zero for the purposes of this Agreement. 
 “Lien” means, with respect to any asset, (a) any mortgage, deed of trust,
lien (statutory or otherwise), pledge, hypothecation, encumbrance, collateral assignment, charge or security interest in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title
retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with
respect to such securities. 
 “Limited Condition Transaction” means (i) any Permitted Acquisition or other similar
Investment permitted hereunder whose consummation is not conditioned on the availability of, or on obtaining, third party financing, (ii) any redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness requiring
irrevocable notice in advance of such redemption, repurchase, defeasance, satisfaction and discharge or 

  
 -24- 













 
repayment, (iii) any asset sale or other disposition, or (iv) any declaration of a Restricted Payment in respect of, or irrevocable advance notice of, or any irrevocable offer to,
purchase, redeem or otherwise acquire or retire for value, any Capital Stock of Burlington Stores Inc. or any of its Subsidiaries. 

“Loan Account” has the meaning provided in Section 2.20. 

“Loan Documents” means this Agreement, the Notes, the Security Documents, the Facility Guarantees, the Intercreditor
Agreements, and any other instrument or agreement now or hereafter executed and delivered in connection herewith, and identified as a “Loan Document.” 

“Loan Party” or “Loan Parties” means the Borrower and the Facility Guarantors. 

“Margin Stock” has the meaning assigned to such term in Regulation U. 

“Material Adverse Effect” means any event, facts, or circumstances, which has a material adverse effect on (i) the
business, assets or financial condition of the Loan Parties taken as a whole or (ii) the validity or enforceability of this Agreement or the other Loan Documents, taken as a whole, or the rights or remedies of the Secured Parties hereunder or
thereunder, taken as a whole. 
 “Material Indebtedness” means Indebtedness (other than the Obligations) of the Loan
Parties, individually or in the aggregate, having an aggregate principal amount exceeding $75,000,000. 
 “Maturity Date”
means (i) for Term
B-56 Loans,
November 
17June 24, 20242028, (ii) for Incremental Term Loans of any Series, the date specified as the “Maturity Date” for such Incremental Term Loans in the applicable Incremental Term Loan Amendment and (iii) for the
Extended Term Loans of any Extension Series, the date specified as the “Maturity Date” for such Extended Term Loans in the applicable Term Loan Extension Amendment. 

“Maximum Incremental Amount” means the sum of: 

(a) $500,000,000, plus 

(b) the aggregate amount of voluntary prepayments of Term Loans (including purchases of the Loans by the Parent or any Loan
Party at or below par, in which case the amount of voluntary prepayments of Loans shall be deemed not to exceed the actual purchase price of such Loans below par), other than from proceeds of long term Indebtedness (other than revolving
Indebtedness), after giving effect to the incurrence of any Incremental Term Loans (other than Refinancing Term Loans) and the aggregate principal amount of Qualifying Secured Debt and Qualifying Other Debt issued pursuant to clause (v)(ii) of the
definition of “Permitted Indebtedness” pursuant to clause (a) above on a Pro Forma Basis (excluding the cash proceeds to the Borrower of any Incremental Term Loans, treating all Qualifying Other Debt issued pursuant to clause (v)(ii)
of the definition of “Permitted Indebtedness” as secured (whether or not secured) and without giving effect to any simultaneous incurrence of any Incremental Term Loans or Qualifying Secured Debt made pursuant to clauses (a) or
(c), plus 
 (c) the maximum aggregate principal amount that can be incurred without causing the Consolidated Secured
Leverage Ratio as of the last day of the most recently ended Fiscal Quarter for which financial statements have been or are then required to have been delivered hereunder, after giving effect to the incurrence of any Incremental Term Loans (other
than Refinancing Term Loans) and the aggregate principal amount of Qualifying Secured Debt and Qualifying Other Debt issued pursuant to clause (v)(ii) of the definition of “Permitted Indebtedness” on a Pro Forma Basis (excluding the cash
proceeds to the Borrower of any Incremental Term Loans, treating all Qualifying Other Debt issued pursuant to clause (v)(ii) of the definition of “Permitted Indebtedness” as secured (whether or not secured) and without giving effect to any
simultaneous incurrence of any Incremental Term Loans or Qualifying Secured Debt made pursuant to the foregoing clauses (a) and (b), to exceed 3.5 to 1.0, at the Borrower’s option, either (A) at the time of the effectiveness of such
Incremental Term Loans or Qualifying Secured Debt (as applicable) or 

  
 -25- 













 
(B) at any earlier time permitted in accordance with Section 1.09 (it being understood and agreed that the Borrower may redesignate any Indebtedness originally designated as incurred under
clauses (a) or (b) above as having been incurred under clause (c), so long as at the time of such redesignation, the Borrower would be permitted to incur under clause (c) the aggregate principal amount of Indebtedness being so redesignated
(for purposes of clarity, with any such redesignation having the effect of increasing the Borrower’s ability to incur such Indebtedness as of the date of such redesignation by the amount of such Indebtedness so redesignated)). 

“Maximum Rate” has the meaning provided in Section 9.13. 

“Minority Lenders” has the meaning provided in Section 9.02(c)(i). 

“MNPI” means, on any date, material non-public information within the meaning of the
U.S. Federal securities laws with respect to any Loan Party or their Restricted Subsidiaries or their respective securities or the Term Loans. 

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

“Mortgaged Property” means all Real Estate listed on Schedule 5.14. 

“Mortgages” means the mortgages and deeds of trust and any and all other security documents, including any amendments
thereto, granting a Lien on Mortgaged Property between the Loan Party owning, leasing or otherwise holding the Mortgaged Property encumbered thereby and the Collateral Agent for its own benefit and the benefit of the other Secured Parties which
shall be in form reasonably satisfactory to the Collateral Agent and the Borrower. 
 “Multiemployer Plan” means a
multiemployer plan as defined in Section 4001(a)(3) of ERISA. 
 “Net Proceeds” means, with respect to any event,
(a) the cash proceeds received in respect of such event, including (i) any cash received in respect of any non-cash proceeds or amounts escrowed pursuant to clause (iv) of this definition, but
only as and when received, (ii) in the case of a casualty, cash insurance proceeds, and (iii) in the case of a condemnation or similar event, cash condemnation awards and similar payments, in each case net of (b) the sum of
(i) all fees and out-of-pocket fees and expenses (including appraisals and brokerage, legal, title and recording or transfer tax expenses, underwriting discounts
and commissions) paid by any Loan Party or a Restricted Subsidiary to third parties in connection with such event, and (ii) in the case of a sale or other disposition of an asset (including pursuant to a casualty or condemnation), the amount of
all payments required to be made by any Loan Party or any of their respective Restricted Subsidiaries as a result of such event to repay (or to establish an escrow for the repayment of) any Indebtedness (other than the Obligations and other
obligations secured by Liens ranking pari passu with the Obligations pursuant to a Pari Passu Lien Intercreditor Agreement) secured by a Permitted Encumbrance on the assets disposed of that is senior to the Lien of the Collateral Agent;
provided that to the extent any Qualifying Secured Debt with a Lien ranking pari passu with the Liens securing the Obligations pursuant to the terms of a Pari Passu Lien Intercreditor Agreement requires a prepayment from the proceeds
of any disposition or casualty event, then the amount of Net Proceeds otherwise actually required to be applied to prepay Term Loans pursuant to Section 2.17(a) or (b), as applicable, shall be the product of (x) the amount of such Net
Proceeds as determined above and (y) a fraction (A) the numerator of which is the aggregate principal amount of Term Loans and (B) the denominator of which is the aggregate principal amount of Term Loans and such other Qualifying
Secured Debt requiring such prepayment, (iii) capital gains or other income taxes paid or payable as a result of any such sale or disposition (after taking into account any available tax credits or deductions) and (iv) any funded escrow
established pursuant to the documents evidencing any such sale or disposition to secure any indemnification obligations or adjustments to the purchase price associated with any such sale or disposition. 

“Net
Short Lender” has meaning provided in Section 7.01. 
 “New
Lending Office” has the meaning provided in Section 2.23(f). 

  
 -26- 













 “Non-Converted Term B-45 Loans” means each Term B-45 Loan (or portion thereof) other than a Converted Term B-45 Loan. 
 “Note” means any promissory note of the Borrower substantially in the
form of Exhibit C, payable to the applicable Lender, evidencing the Term Loan(s) made by such Lender to the Borrower. 

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

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

“Obligations” means (a) (i) the principal of, and interest (including all interest that accrues after the commencement
of any case or proceeding by or against the Borrower or any Facility Guarantor under the Bankruptcy Code or any state or federal bankruptcy, insolvency, receivership or similar law, whether or not allowed in such case or proceeding) on the Term
Loans and Facility Guarantees and (ii) all other monetary obligations, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise, of the Loan Parties to the Secured Parties under this
Agreement and the other Loan Documents and (b) the due and punctual payment and performance of all the covenants, agreements, obligations and liabilities of each Loan Party under or pursuant to this Agreement and the other Loan Documents. 

“Other
Rate Early Opt-in Election” means the Administrative Agent and the Borrower have elected to replace the LIBO Rate with a Benchmark Replacement other than a SOFR-based rate pursuant to (a) an Early Opt-in Election under clause (2) of such definition (without regard to clause (1) of such definition) and (b) Section 2.10(b)(y) and clause (3) of the definition of “Benchmark Replacement”. 

“Other Taxes” means any and all current or future stamp or documentary Taxes or any other excise or property Taxes arising
from any payment made under any Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, any Loan Document. 

“Outstanding Securitization Amount” means, at any time with respect to any Qualified Securitization Financing or Receivables
Facility, the amount advanced or received (in the case of a sale) at such time in respect of Receivables Assets that are not yet due in accordance with their payment terms. 

“Overnight Bank Funding Rate” means, for any day, the rate comprised of both overnight federal funds and overnight Eurodollar
borrowings by U.S.-managed banking offices of depository institutions, as such composite rate shall be determined by the NYFRB as set forth on the Federal Reserve Bank of New York’s Website from time to time, and published on the next
succeeding Business Day by the NYFRB as an overnight bank funding rate (from and after such date as the NYFRB shall commence to publish such composite rate). 

“Parent” means Burlington Coat Factory Investments Holdings, Inc. 

“Pari Passu Lien Intercreditor Agreement” means an agreement substantially in the form of Exhibit G to this Agreement
entered into by the Collateral Agent, the Administrative Agent and the agents for the holders of any Qualifying Secured Debt that is intended to be secured by a Lien on the Collateral ranking pari passu with the Lien of the Security Documents. 

“Participant” has the meaning provided in Section 9.04(c)(i). 

“Participant Register” has the meaning provided in Section 9.04(c)(i). 

  
 -27- 














“Payment”
 has the meaning assigned to it Section 8.19(a). 
 “Payment Notice” has the meaning assigned to it in Section 8.19(b). 
 “PBGC” means the Pension Benefit Guaranty Corporation referred to and
defined in ERISA and any successor entity performing similar functions. 
 “Permitted Acquisition” means an Acquisition in
which each of the following conditions are satisfied: 
 (a) no Specified Default then exists or would arise from the
consummation of such Acquisition; 
 (b) if the Acquisition is an Acquisition of Capital Stock, the Person whose Capital
Stock is acquired shall become a Restricted Subsidiary; provided that the aggregate amount expended by Loan Parties in connection with all Permitted Acquisitions with respect to the assets that are not owned by a Loan Party immediately after
giving effect to the applicable Permitted Acquisition and compliance with Section 5.12 shall not exceed the greater of (x) $150,000,000 and (y) 6.0% of Consolidated Total Assets, except as otherwise permitted by the definition of
“Permitted Investments”; and 
 (c) any material assets acquired shall be utilized in, and if the Acquisition
involves a merger, consolidation or stock acquisition, the Person which is the subject of such Acquisition shall be engaged in, a business otherwise permitted to be engaged in by the Borrower under this Agreement. 

“Permitted Disposition” means any of the following: 

(a) licenses of Intellectual Property of a Loan Party or any of its Restricted Subsidiaries entered into in the ordinary course
of business; 
 (b) licenses for the conduct of licensed departments within the Loan Parties’ or any of their Restricted
Subsidiaries’ Stores in the ordinary course of business; 
 (c) dispositions of Securitization Assets in connection with
Qualified Securitization Financings and Receivables Facilities permitted by clause (bb) of the definition of “Permitted Indebtedness”; 

(d) dispositions of assets, including abandonment of or failure to maintain Intellectual Property, that are worn, damaged,
obsolete, uneconomical or, in the judgment of a Loan Party or its Restricted Subsidiary, no longer used or useful or necessary in, or material to, its business or that of any Restricted Subsidiary; 

(e) sales, transfers and dispositions, including by means of a “plan of division” under the Delaware Limited
Liability Company Act or any comparable transaction under any similar law, among the Loan Parties and their Restricted Subsidiaries; 

(f) any disposition in a single transaction or series of related transactions that does not result in more than $5,000,000 Net
Proceeds; 
 (g) sales, discounting or forgiveness of Accounts in the ordinary course of business or in connection with the
collection or compromise thereof; 
 (h) leases, subleases, licenses and sublicenses of real or personal property (other than
Intellectual Property) entered into by Loan Parties and their Restricted Subsidiaries in the ordinary course of business at arm’s length or on market terms; 

  
 -28- 













 (i) sales of non-core assets
acquired in connection with Permitted Acquisitions or other Permitted Investment; 
 (j) sales or other dispositions of
Permitted Investments described in clauses (a) through and including (k) of the definition thereof; 
 (k) any
disposition of Real Estate to a Governmental Authority as a result of a condemnation of such Real Estate; 
 (l) the making
of Permitted Investments and payments permitted under Section 6.06; 
 (m) sales, transfers and dispositions as set
forth on Schedule 6.05; 
 (n) leasing of Real Estate no longer used or useful in the business of the Loan Parties and
their Restricted Subsidiaries to the extent not otherwise prohibited hereunder; 
 (o) forgiveness of Permitted Investments;

 (p) exchanges or swaps, including, but not limited to, transactions covered by Section 1031 of the Code, of Leases
and other Real Estate of the Loan Parties and their Restricted Subsidiaries so long as such exchange or swap is made for fair market value and on an arm’s-length basis, 

(q) other dispositions of assets as long as (A) no Specified Default then exists or would arise therefrom and (B) in
the case of any assets with a fair market value in excess of $20,000,000, such sale or transfer is made for fair market value and the consideration received for such sale or transfer is at least (i) 75% cash, (ii) Cash Equivalents,
(iii) the assumption by the transferee of Indebtedness or other liabilities contingent or otherwise of the Borrower or any of its Restricted Subsidiaries (other than liabilities that are expressly subordinated to the Obligations) and the valid
release of the Borrower or such Restricted Subsidiary, by all applicable creditors in writing, from all liability on such Indebtedness or other liability in connection with such disposition, (iv) securities, notes or other obligations received
by the Borrower or any of its Restricted Subsidiaries from the transferee that are converted by the Borrower or any of its Restricted Subsidiaries into cash or Cash Equivalents within 180 days following the closing of such Disposition,
(v) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Restricted Subsidiary are released from any Guarantee of payment of such
Indebtedness in connection with such disposition, (vi) in connection with an asset swap, any assets used or useful in a Loan Parties’ or Restricted Subsidiaries business, all of which shall be deemed “cash,” or
(vii) Designated Non-Cash Consideration to the extent that all Designated Non-Cash Consideration at such time does not exceed the greater of (x) $35,000,000 and (y)
1.5% of Consolidated Total Assets as of the Applicable Date of Determination (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); provided that all Net Proceeds, if any, received in connection with any such sales are applied to the Term Loans if then required in accordance with Section 2.17(a). 

(r) any issuance, sale (including by means of a “plan of division” under the Delaware Limited Liability Company Act
or any comparable transaction under any similar law) or pledge of Capital Stock in, or Indebtedness, or other securities of, an Unrestricted Subsidiary; 

(s) condemnation or any similar action on assets or casualty or insured damage to assets; 

(t) the Company and any Restricted Subsidiary may surrender or waive contractual rights and settle or waive contractual or
litigation claims; 
 (u) dispositions of property to the extent that (i) such property is exchanged for credit against
the purchase price of similar replacement property that is promptly purchased or (ii) the proceeds of such disposition are promptly applied to the purchase price of such replacement property (which replacement property is actually promptly
purchased); 

  
 -29- 













 (v) the disposition of assets that do not constitute Collateral in an amount
not to exceed $100,000,000 from and after August 13, 2014; and 
 (w) the incurrence of Permitted Liens, sales,
transfers and other dispositions constituting any permitted Restricted Payment. 
 “Permitted Encumbrances” means: 

(a) Liens imposed by law for Taxes that are not required to be paid pursuant to Section 5.05; 

(b) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, landlord’s and other like
Liens imposed by Applicable Law, (i) arising in the ordinary course of business and securing obligations that are not overdue by more than thirty (30) days, (ii) (A) that are being contested in good faith by appropriate proceedings,
(B) the applicable Loan Party or Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (C) such contest effectively suspends collection of the contested obligation and enforcement of any
Lien securing such obligation, or (iii) the existence of which would not reasonably be expected to result in a Material Adverse Effect; 

(c) Liens provided in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and
other social security laws or regulations; 
 (d) Liens to secure or relating to the performance of bids, trade contracts
(other than for Indebtedness), leases (other than Capital Lease Obligations), statutory obligations, surety and appeal bonds, performance bonds (and Liens arising in accordance with Applicable Law in connection therewith), and other obligations of a
like nature, in each case in the ordinary course of business; 
 (e) judgment Liens in respect of judgments that do not
constitute an Event of Default under Section 7.01(k); 
 (f) easements, covenants, conditions, restrictions, building
code laws, zoning restrictions, other land use laws, rights-of-way, development, site plan or similar agreements and similar encumbrances on real property imposed by law
or arising in the ordinary course of business that do not secure any monetary obligations and do not materially detract from the value of the affected property when used in a manner consistent with current usage or materially interfere with the
ordinary conduct of business of a Loan Party as currently conducted and such other minor title defects, or survey matters that are disclosed by current surveys, but that, in each case, do not interfere with the current use of the property in any
material respect; 
 (g) any Lien on any property or asset set forth on Schedule 6.02; 

(h) Liens on fixed or capital assets acquired by any Loan Party or any of its Restricted Subsidiaries to secure Indebtedness
permitted under clause (e) of the definition of Permitted Indebtedness so long as (i) such Liens and the Indebtedness secured thereby are incurred prior to or within two hundred seventy (270) days after such acquisition or the
completion of the construction or improvement thereof (other than refinancings thereof permitted hereunder) and (ii) such Liens shall not extend to any other property or assets of the Loan Parties or any of their Restricted Subsidiaries (other
than any replacements of such property or assets and additions and accessions thereto and the proceeds and the products thereof and customary security deposits in respect thereof and in the case of multiple financings of equipment provided by any
lender, other equipment financed by such lender); 
 (i) Liens in favor of the Collateral Agent, for its own benefit and the
benefit of the other Secured Parties; 

  
 -30- 













 (j) landlords’ and lessors’ Liens in respect of rent not in
default for more than sixty (60) days or the existence of which, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect; 

(k) possessory Liens in favor of brokers and dealers arising in connection with the acquisition or disposition of Investments
owned as of the date hereof and other Permitted Investments, provided that such Liens (a) attach only to such Investments or other Investments held by such broker or dealer and (b) secure only obligations incurred in the ordinary
course and arising in connection with the acquisition or disposition of such Investments and not any obligation in connection with margin financing; 

(l) Liens arising solely by virtue of any statutory or common law provisions relating to banker’s liens, liens in favor of
securities intermediaries, rights of setoff or similar rights and remedies as to deposit accounts or securities accounts or other funds maintained with depository institutions or securities intermediaries; 

(m) Liens on Real Estate; provided that such Liens shall only secure obligations with respect to a Permitted Real Estate
Financing; 
 (n) Liens (i) attaching solely to cash advances and earnest money deposits in connection with any letter
of intent or purchase agreement in connection with a Permitted Acquisition, Permitted Investment or Investment that will be consummated in connection with refinancing the Terms Loans or (ii) consisting of an agreement to Dispose of any property
in a Disposition permitted hereunder (or to be reasonably expected to be permitted hereunder); 
 (o) Liens arising from
precautionary UCC filings regarding “true” operating leases or the consignment of goods to a Loan Party; 
 (p) any
Lien existing on any property or asset prior to the acquisition thereof by a Loan Party or any Restricted Subsidiary or existing on any property or asset of any Person that became or becomes a Restricted Subsidiary (including as a result of any
Unrestricted Subsidiary being redesignated as a Restricted Subsidiary) after the Closing Date prior to the time such Person became or becomes a Restricted Subsidiary; provided that (i) such Lien is not created in contemplation of such
acquisition or such Person becoming a Restricted Subsidiary as the case may be, (ii) such Lien shall not apply to any other property or asset of a Loan Party or any Restricted Subsidiary (other than any replacements of such property or assets
and additions and accessions thereto, after-acquired property subjected to a Lien securing Indebtedness and other obligations incurred prior to such time, a pledge of after-acquired property, and the proceeds and the products thereof and customary
security deposits in respect thereof and in the case of multiple financings of equipment provided by any lender, other equipment financed by such lender) and (iii) such Lien shall secure only those obligations and unused commitments (and to the
extent such obligations and commitments constitute Indebtedness, such Indebtedness is permitted hereunder) that it secures on the date of such acquisition or the date such Person becomes a Restricted Subsidiary, as the case may be, and extensions,
renewals and replacements thereof so long as the principal amount of such extensions, renewals and replacements does not exceed the principal amount of the obligations being extended, renewed or replaced (plus any accrued but unpaid interest
(including any portion thereof which is payable in kind in accordance with the terms of such extended, renewed or replaced Indebtedness) and premium payable by the terms of such obligations thereon and fees and expenses associated therewith); 

(q) Liens in favor of customs and revenues authorities imposed by Applicable Law arising in the ordinary course of business in
connection with the importation of goods and securing obligations (i) that are not overdue by more than thirty (30) days, (ii) (A) that are being contested in good faith by appropriate proceedings, (B) the applicable Loan Party
or Restricted Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (C) such contest effectively suspends collection of the contested obligation and enforcement of any Lien securing such
obligation, or (iii) the existence of which would not reasonably be expected to result in a Material Adverse Effect; 

  
 -31- 













 (r) Liens granted by the Loan Parties or any of their Restricted
Subsidiaries to the secured parties under the ABL Facility and any refinancings thereof permitted hereunder so long as such Liens are subject to the terms of the ABL Intercreditor Agreement; 

(s) any interest or title of a licensor, sublicensor, lessor or sublessor under any license or operating or true lease
agreement; 
 (t) leases or subleases granted to third Persons in the ordinary course of business; 

(u) licenses or sublicenses of Intellectual Property granted in the ordinary course of business; 

(v) the replacement, refinancing, extension or renewal of any Permitted Encumbrance; provided that such Lien shall at no
time be extended to cover any assets or property other than such assets or property subject thereto on the Closing Date or the date such Lien was incurred, as applicable (other than any replacements of such property or assets and additions and
accessions thereto and the proceeds and the products thereof and customary security deposits in respect thereof and in the case of multiple financings of equipment provided by any lender, other equipment financed by such lender or Liens otherwise
permitted hereunder); 
 (w) Liens on insurance policies and insurance proceeds incurred in the ordinary course of business
in connection with the financing of insurance premiums; 
 (x) Liens on securities which are the subject of repurchase
agreements incurred in the ordinary course of business; 
 (y) Liens arising by operation of law under Article 4 of the UCC
in connection with collection of items provided for therein; 
 (z) Liens arising by operation of law under Article 2 of the
UCC in favor of a reclaiming seller of goods or buyer of goods; 
 (aa) Liens on deposit accounts or securities accounts in
connection with overdraft protection netting services, other cash management services, automatic clearinghouse arrangements, overdraft protections and similar arrangements or otherwise in connection with securities accounts and deposit accounts, in
each case, in the ordinary course of business; 
 (bb) security given to a public or private utility or any Governmental
Authority as required in the ordinary course of business; 
 (cc) Liens in the nature of the right of setoff in favor of
counterparties to contractual agreements with the Loan Parties or any of their Restricted Subsidiaries in the ordinary course of business; 

(dd) other Liens securing obligations in an amount not to exceed the greater of (x) $75,000,000 and (y) 3.0% of
Consolidated Total Assets (measured at the time such Liens are created) in the aggregate at any time outstanding; 
 (ee)
Liens in favor of customs and revenue authorities to secure payment of customs duties in connection with the importation of goods; 

(ff) purchase options, call and similar rights of, and restrictions for the benefit of, a third party with respect to Capital
Stock held by the Borrower or any Restricted Subsidiary in joint ventures; 
 (gg) Liens disclosed as exceptions to coverage
in the final title policies and endorsements issued to the Collateral Agent with respect to any Mortgaged Properties; 

  
 -32- 













 (hh) Liens on assets of any Restricted Subsidiary that is not a Loan Party
to the extent such Liens secure Indebtedness of such Restricted Subsidiary permitted by Section 6.01; 
 (ii) Liens
securing Indebtedness permitted under clause (v)(iii) of “Permitted Indebtedness” provided that the pro forma Consolidated Secured Leverage Ratio as of the last day of the most recently ended Fiscal Quarter for which financial
statements have been or are then required to have been delivered hereunder is equal to or less than 3.5 to 1.0 and, to the extent such Indebtedness is secured by Liens on Collateral, such Indebtedness is subject to either (i) the terms of the
Pari Passu Lien Intercreditor Agreement as “Additional First Lien Obligations” or (ii) the terms of the Second Lien Intercreditor Agreement as obligations secured by Liens ranking junior to the Liens securing the Obligations; 

(jj) Liens securing any Hedge Agreement so long as the fair market value of the collateral securing such Hedge Agreement does
not exceed $25,000,000 at any time; 
 (kk) Liens on Collateral securing Qualifying Secured Debt issued pursuant to clause
(v)(i) or (v)(ii) of the definition of “Permitted Indebtedness”; and 
 (ll) Liens on (i) Securitization
Assets arising in connection with a Qualified Securitization Financing or (ii) the Receivables Assets arising in connection with a Receivables Facility, in each case securing Indebtedness permitted under clause (bb) of “Permitted
Indebtedness.” 
 “Permitted Indebtedness” means each of the following: 

(a) Indebtedness created under the Loan Documents; 

(b) Indebtedness set forth on Schedule 6.01; 

(c) Indebtedness of (i) any Loan Party to any other Loan Party, (ii) any Loan Party to any Restricted Subsidiary that
is not a Subsidiary Guarantor and (iii) any Restricted Subsidiary that is not a Subsidiary Guarantor to any Restricted Subsidiary that is not a Subsidiary Guarantor; 

(d) Guarantees by any Loan Party or any of its Restricted Subsidiaries of Indebtedness or other obligations arising in the
ordinary course of business of any other Loan Party or any of its Restricted Subsidiaries; 
 (e) Indebtedness of any Loan
Party or any of its Restricted Subsidiaries to finance the improvement, acquisition, development, construction, restoration, replacement, rebuilding, maintenance, upgrade or improvement of any fixed or capital assets (including Real Estate),
including Capital Lease Obligations (including therein any Indebtedness incurred in connection with sale-leaseback transactions permitted under clause (k) of this definition), and any Indebtedness assumed in connection with the acquisition of
any such assets or secured by a Lien on any such assets prior to the acquisition thereof, provided that the aggregate principal amount of Indebtedness permitted by this clause (e) outstanding at any time, when aggregated with the amount
of Permitted Refinancings in respect thereof pursuant to clause (bb) below, shall not exceed the greater of (x) $75,000,000 and (y) 3.0% of Consolidated Total Assets (measured at the time of incurrence); 

(f) Indebtedness under Hedge Agreements, other than for speculative purposes, entered into in the ordinary course of business;

 (g) contingent liabilities under surety bonds, customs and appeal bonds, governmental contracts and leases or similar
instruments incurred in the ordinary course of business; 
 (h) [Reserved]; 

  
 -33- 













 (i) Indebtedness under the ABL Facility; provided that in no event
shall the aggregate principal amount of loans and the face amount of letters of credit and bank guaranties issued under the ABL Facility exceed the greater of (x) $900,000,000 and (y) the Borrowing Base as of the time such Indebtedness is
incurred; 
 (j) Indebtedness with respect to the deferred purchase price for any Permitted Acquisition or Permitted
Investment, provided that such Indebtedness does not require the payment in cash of principal (other than in respect of working capital adjustments and Indebtedness described in clause (p)) prior to the Maturity Date, has a maturity which
extends beyond the Maturity Date, and is subordinated to the Obligations on terms customary for senior subordinated high yield debt securities (as determined in good faith by the Borrower); 

(k) Indebtedness incurred in connection with sale-leaseback transactions permitted hereunder; 

(l) Subordinated Indebtedness in an amount, when aggregated with the amount of Permitted Refinancing in respect thereof
pursuant to clause (bb), not to exceed $200,000,000 in the aggregate; and provided that, in each case, such Subordinated Indebtedness (i) shall not have a maturity date or be subject to amortization, mandatory repurchase or redemption
(except pursuant to customary asset sale, and similar event, and similar events and change of control provisions and AHYDO payments) prior to the date that is three months after the Maturity Date of each then outstanding Class of Term Loans,
and (ii) shall not be exchangeable or convertible into any other Indebtedness (other than any Indebtedness that is otherwise permitted to be incurred under this Agreement at the time of such exchange or conversion); 

(m) Indebtedness incurred in the ordinary course of business in connection with the financing of insurance premiums; 

(n) Indebtedness of any Loan Party or any of its Restricted Subsidiaries incurred or assumed in connection with a Permitted
Acquisition or other Acquisition permitted hereunder; provided; that on a Pro Forma Basis the Consolidated Interest Coverage Ratio for the most recent four Fiscal Quarter period for which financial statements have been or are required to be
delivered hereunder would either be (x) at least 2.0 to 1.0 or (y) not less than the Consolidated Interest Coverage Ratio for such period immediately prior to such acquisition; 

(o) Indebtedness relating of performance bonds, bid bonds, appeal bonds, surety bonds, performance and completion guarantees,
workers’ compensation claims, letters of credit, bank guarantees and banker’s acceptances, warehouse receipts or similar instruments and similar obligations (other than in respect of other Indebtedness for borrowed money) including,
without limitation, those incurred to secure health, safety and environmental obligations, in each case provided in the ordinary course of business or consistent with past practice; 

(p) Indebtedness constituting the obligation to make purchase price adjustments for working capital, indemnities and similar
obligations (including earnouts) in connection with Permitted Acquisition, Permitted Investments and Permitted Dispositions; 

(q) Guarantees and letters of credit and surety bonds (other than Guarantees of, or letters of credit and surety bonds related
to, Indebtedness) issued in connection with Permitted Acquisitions, Permitted Investments and Permitted Dispositions; 
 (r)
without duplication of any other Indebtedness, non-cash accruals of interest, accretion or amortization of original issue discount and
payment-in-kind interest with respect to Indebtedness permitted hereunder; 

(s) Indebtedness due to any landlord in connection with the financing by such landlord of leasehold improvements; 

  
 -34- 













 (t) without duplication of, or accumulation with, other categories of
Indebtedness permitted hereunder, other Indebtedness of any Loan Party or Restricted Subsidiary in an aggregate principal amount not to exceed the greater of $150,000,000 and 6.0% of Consolidated Total Assets at any time outstanding; 

(u) Indebtedness under Permitted Real Estate Financings; 

(v) Qualifying Other Debt or Qualifying Secured Debt (i) that is either (x) issued solely for cash consideration, the
net proceeds of which are applied solely to the prepayment (in whole or in part) of Term Loans in accordance with Section 2.17 or (y) issued in exchange for Term Loans pursuant to Section 2.25, or (ii) in the case of Qualifying
Secured Debt and, at the option of the Borrower, Qualifying Other Debt, so long as (x) no Specified Default has occurred and is continuing or would result therefrom and (y) the aggregate principal amount of such Qualifying Secured Debt and
Qualifying Other Debt, when aggregated with the aggregate principal amount of all Incremental Term Loans, would not exceed the Maximum Incremental Amount or (iii) in the case of Qualifying Other Debt, so long as on a Pro Forma Basis (x) no
Event of Default has occurred or is continuing or would result therefrom and (y) the Consolidated Interest Coverage Ratio as of the last day of the most recently ended Fiscal Quarter for which financial statements have been or are then required
to have been delivered hereunder is at least 2.0 to 1.0 for the most recent four Fiscal Quarter period; 
 (w) Indebtedness
of any Restricted Subsidiary that is not a Loan Party; provided that the aggregate amount of Indebtedness outstanding at any time pursuant to this clause (w) shall not exceed the greater of $25,000,000 and 1.0% of Consolidated Total
Assets; 
 (x) Indebtedness with respect of treasury, depositary, cash management and netting services, automatic
clearinghouse arrangements, overdraft protections and similar arrangements or otherwise in connection with securities accounts and deposit accounts, in each case, in the ordinary course of business; 

(y) Indebtedness consisting of take or pay obligations contained in supply arrangements, in each case, in the ordinary course
of business or consistent with past practice; 
 (z) Indebtedness incurred in connection with the repurchase of Capital Stock
pursuant to Section 6.06; provided that the original principal amount of any such Indebtedness incurred pursuant this clause (z) shall not exceed the amount of such Capital Stock so repurchased with such Indebtedness (or with the
proceeds thereof); 
 (aa) Indebtedness in an amount equal to 100% of the aggregate Net Proceeds received by Parent after
August 13, 2014 from the issue or sale of Capital Stock (other than Disqualified Capital Stock) plus cash contributed to Parent and to the extent such Net Proceeds or cash have been contributed as common equity to the Borrower and have not been
applied pursuant to Section 6.06(a)(xiv), clause (gg) of the definition of “Permitted Investment” or utilized to increase the Available Amount; 

(bb) Indebtedness of (i) any Securitization Subsidiary arising under any Securitization Facility or (ii) the Borrower
or any Restricted Subsidiary arising under any Receivables Facility; provided that the Outstanding Securitization Amount permitted by this clause (bb) shall not exceed $150,000,000 at any time outstanding; 

(cc) Indebtedness of any Loan Party or of any Restricted Subsidiary that is not a Loan Party to the Specified Captive Insurance
Company, in an aggregate principal amount outstanding at any time not to exceed the aggregate amount of Restricted Payments made pursuant to Section 6.06(a)(xxi); and 

(dd) extensions, renewals, refinancings, and replacements of any such Indebtedness described in clauses (b), (e), (f), (j),
(k), (m), (n), (r), (s), (u), (v), (z) and (aa) above and this clause (dd); provided that such Indebtedness constitutes a Permitted Refinancing. 

  
 -35- 













 “Permitted Investments” means each of the following: 

(a) Direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United
States of America (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States of America) or any state or state agency thereof, in each case maturing within one (1) year from the date of
acquisition thereof; 
 (b) Investments in commercial paper maturing within one (1) year from the date of acquisition
thereof and having, at the date of acquisition, the highest or next highest credit rating obtainable from S&P, Moody’s or Fitch; 

(c) Investments in certificates of deposit, banker’s acceptances and time deposits maturing within one (1) year from
the date of acquisition thereof which are issued or guaranteed by, or placed with, and demand deposit and money market deposit accounts issued or offered by, any Lender or any domestic office of any commercial bank organized under the laws of the
United States of America or any State thereof that has a combined capital and surplus and undivided profits of not less than $100,000,000; 

(d) Master demand notes and fully collateralized repurchase agreements with a term of not more than thirty (30) days for
securities described in clause (a) above (without regard to the limitation on maturity contained in such clause) and entered into with a financial institution satisfying the criteria described in clause (c) above or with any primary
dealer; 
 (e) readily marketable direct obligations issued by any state, commonwealth or territory of the United States of
America, any province of Canada, any member of the European Union, any other foreign government or any political subdivision or taxing authority thereof, in each case, having one of the two highest rating categories obtainable from Moody’s,
S&P or Fitch (or, if at the time, no such nationally recognized statistical rating organization is issuing comparable ratings, then a comparable rating of another nationally recognized statistical rating organization) with maturities of not more
than two years from the date of acquisition; 
 (f) Indebtedness or preferred stock issued by Persons with a rating of “BBB-” or higher from S&P, “Baa3” or higher from Moody’s or “BBB-“ or higher from Fitch (or, if at the time, no such nationally
recognized statistical rating organization is issuing comparable ratings, then a comparable rating of another nationally recognized statistical rating organization) with maturities of 12 months or less from the date of acquisition; 

(g) bills of exchange issued in the United States, Canada, or a member state of the European Union for rediscount at the
relevant central bank and accepted by a bank (or any dematerialized equivalent); 
 (h) instruments and investments of the
type and maturity described in clause (a) through (g) denominated in any foreign currency or of foreign obligors, which investments or obligors are, in the reasonable judgment of the Borrower, comparable in investment quality to those referred
to above; 
 (i) solely with respect to any Restricted Subsidiary that is a Foreign Subsidiary, investments of comparable
tenor and credit quality to those described in the foregoing clauses (a) through (h) customarily utilized in countries in which such Foreign Subsidiary operates for short term cash management purposes. 

(j) (i) dollars, Euro, or any national currency of any member state of the European Union; or (ii) any other foreign
currency held by a Loan Party or any of its Restricted Subsidiaries in the ordinary course of business (notwithstanding the foregoing, cash equivalents shall include amounts denominated in currencies other than set forth in this clause;
provided that such amounts are converted into currencies listed in this clause within ten Business Days following the receipt of such amounts). 

  
 -36- 













 (k) shares of any money market or mutual fund that has substantially all of
its assets invested in the types of investments referred to in clauses (a) through (i), above; 
 (l) Investments
existing on the Closing Date and set forth on Schedule 6.04; 
 (m) capital contributions, loans or other Investments
made by (i) (x) any Loan Party to any other Loan Party and (y) any Restricted Subsidiary that is not a Subsidiary Guarantor to any other Restricted Subsidiary that is not a Subsidiary Guarantor or (ii) so long as no Specified Default
then exists or would arise therefrom, any Loan Party to any Restricted Subsidiary or Affiliate of any Loan Party in an aggregate amount not to exceed the greater of $125,000,000 and 5.0% of Consolidated Total Assets at any time outstanding;
provided that the aggregate amount of all Investments of the type described in this clause (m)(ii) and clause (x) of this definition may not exceed the greater of $125,000,000 and 5.0% of Consolidated Total Assets in the aggregate
outstanding at any time; 
 (n) Guarantees constituting Permitted Indebtedness; 

(o) Investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and
disputes with, customers and suppliers, in each case in the ordinary course of business or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment; 

(p) loans or advances to employees for the purpose of travel, entertainment or relocation in the ordinary course of business,
provided that all such loans and advances to employees shall not exceed $5,000,000 in the aggregate at any time outstanding, and determined without regard to any write-downs or write-offs thereof; 

(q) Investments received from purchasers of assets pursuant to dispositions permitted pursuant to Section 6.05, including,
for the avoidance of doubt, in connection with a “plan of division” under the Delaware Limited Liability Company Act or any comparable transaction under any similar law; 

(r) Permitted Acquisitions and existing Investments of the Persons acquired in connection with Permitted Acquisitions or other
Acquisition permitted hereunder so long as such Investment was not made in contemplation of such Permitted Acquisition; 

(s) Hedge Agreements entered into in the ordinary course of business for
non-speculative purposes; 
 (t) to the extent permitted by Applicable Law, notes
from officers and employees in exchange for equity interests of BCF Holdings (or any direct or indirect parent) purchased by such officers or employees pursuant to a stock ownership or purchase plan or compensation plan; 

(u) earnest money required in connection with Permitted Acquisitions and other Permitted Investments; 

(v) Investments in deposit accounts opened in the ordinary course of business; 

(w) Capital Expenditures; 

(x) Guarantee of Indebtedness under clause (m)(ii) above of Restricted Subsidiaries that are not Loan Parties not in excess of
the greater of $125,000,000 and 5.0% of Consolidated Total Assets in the aggregate at any time outstanding; ; provided that the aggregate amount of all Investments of the type described in this clause (x) and clause (m) (ii) of this
definition may not exceed the greater of $125,000,000 and 5.0% of Consolidated Total Assets in the aggregate outstanding at any time; 

  
 -37- 













 (y) other Investments in an amount not to exceed the greater of
(x) $100,000,000 and (y) 4.0% of Consolidated Total Assets (measured as of the time any such Investment is made) in the aggregate outstanding at any time; 

(z) Investments out of the portion of the Available Amount that any Loan Party or any Restricted Subsidiary elects to apply
pursuant to this clause (z); 
 (aa) so long as (x) no Event of Default has occurred and is continuing or would result
therefrom and (y) on a Pro Forma Basis, the Consolidated Leverage Ratio as of the last day of the most recently ended Fiscal Quarter for which financial statements have been or are then required to have been delivered hereunder would be less
than or equal to 3.5 to 1.0, any Loan Party or any Restricted Subsidiary may make any Investment; 
 (bb) Investments made by
a Loan Party or any Restricted Subsidiary in any joint venture or any Unrestricted Subsidiary in an aggregate amount of such Investments made after the Closing Date pursuant to this clause (bb) by (x) Loan Parties and Restricted Subsidiaries in
joint ventures and (y) the Loan Parties and their Restricted Subsidiaries in Unrestricted Subsidiaries shall not exceed the greater of (A) $25,000,000 and (B) 1.0% of Consolidated Total Assets at any time; 

(cc) Investments resulting from Permitted Liens; 

(dd) Investments solely to the extent such Investments reflect an increase in the value of Investments otherwise permitted
under Section 6.04; 
 (ee) Investments consisting of or resulting from Indebtedness, Liens, Restricted Payments,
fundamental changes and Permitted Dispositions; 
 (ff) Term Loans repurchased by the Borrower or a Restricted Subsidiary
pursuant to and in accordance with Section 2.16(d); 
 (gg) Investments to the extent that payment for such Investments
is made solely with Capital Stock (other than any Disqualified Capital Stock) of the Borrower (or any direct or indirect parent) or proceeds of an equity contribution initially made to BCF Holdings in each case to the extent contributed to the
Qualified Capital Stock of the Borrower and have not been applied pursuant to Section 6.06(a)(xiv), clause (aa) of the definition of “Permitted Indebtedness” or utilized to also increase the Available Amount; 

(hh) loans and advances to BCF Holdings (or any direct or indirect parent entity) in lieu of, and not in excess of the amount
of (after giving effect to any other such loans or advances or Restricted Payments in respect thereof), Restricted Payments to the extent permitted to be made in accordance with Section 6.06; 

(ii) Investments consisting of purchases and acquisitions of inventory, supplies, material, equipment, or other similar assets
in the ordinary course of business; 
 (jj) cash or property distributed from any Restricted Subsidiary that is not a Loan
Party (i) may be contributed to other Restricted Subsidiaries that are not Loan Parties, and (ii) without duplication of amounts that increase the amount available under to any other clause above, may pass through the Borrower and/or any
intermediate Restricted Subsidiaries, so long as all part of a series of related transactions and such transaction steps are not unreasonably delayed and are otherwise permitted hereunder; and 

(kk) (i) Investments in any Receivables Facility or any Securitization Subsidiary in order to effectuate a Qualified
Securitization Financing, including the ownership of Equity
InterestsCapital Stock in such Securitization
Subsidiary and (ii) distributions or payments of Securitization Fees and purchases of Securitization Assets or Receivables Assets pursuant to a Securitization Repurchase Obligation in connection with a Qualified Securitization Financing or a
Receivables Facility; 

  
 -38- 













 provided, however, that for purposes of calculation, the amount of any Investment outstanding
at any time shall be the aggregate cash Investment less all cash returns, cash dividends and cash distributions (or the fair market value of any non-cash returns, dividends and distributions) received by such
Person and less all liabilities expressly assumed by another Person in connection with the sale of such Investment. 
 “Permitted
Real Estate Financing” means any financing by one or more Loan Parties or Restricted Subsidiaries that is secured solely by Real Estate of such Loan Parties or such Restricted Subsidiaries, as the case may be; provided that
(a) the Indebtedness incurred in connection with such financing shall not be directly or indirectly Guaranteed by, or directly or indirectly collateralized or secured by, or otherwise have any recourse to, such Loan Party or any such Restricted
Subsidiary or any of the assets of such Loan Party or such Restricted Subsidiary, other than (i) the Real Estate that is the subject of such financing and/or (ii) except for the security described in clause (i), unsecured Guarantees by
such Loan Parties and such Restricted Subsidiaries, and by their direct or indirect parent companies, (b) none of the Loan Parties or any of their Restricted Subsidiaries shall provide any other direct or indirect credit support of any kind in
respect of such Indebtedness (other than the security interest on the Real Estate that is the subject of such financing and the guarantees as described in clause (a) above, and as provided in clause (c) below), (c) such Loan Parties
and Restricted Subsidiaries may be subject to customary representations, warranties, covenants and indemnities in connection with such facilities, (d) such Loan Parties and Restricted Subsidiaries, as the case may be, shall have received
proceeds with respect to such financing in an amount equal to not less than 75% of the fair market value of the Real Estate that is the subject of such financing, (e) the Indebtedness incurred in connection with such financing shall have a
final maturity that is no sooner than the date that is three months following the Maturity Date and a weighted average life to maturity that is no shorter than the Term Loans and (f) all Net Proceeds received in connection therewith are applied
to repay Term Loans. 
 “Permitted Refinancing” means any Indebtedness that replaces, renews, extends or refinances any
other Permitted Indebtedness, as long as, after giving effect thereto (i) the principal amount of the Indebtedness outstanding at such time is not increased (except by the amount of any accrued interest, closing costs, expenses, fees, and
premium paid in connection with such extension, renewal or replacement plus an amount equal to any unused commitment thereunder), (ii) the result of such refinancing of or replacement shall not be an earlier maturity date or decreased weighted
average life, (iii) the obligor or obligors under any such refinancing Indebtedness and the collateral, if applicable, granted pursuant to any such refinancing Indebtedness are the same as or less than the obligor(s) and collateral under the
Indebtedness being extended, renewed or replaced, (iv) the subordination, to the extent applicable, of the refinancing Indebtedness are not materially less favorable to the Lenders than those subordination terms of the Indebtedness being
refinanced (as determined by the Borrower in good faith) and (v) the refinancing Indebtedness is not exchangeable or convertible into any other Indebtedness which does not comply with clauses (i) through (iv) above. 

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company,
partnership, Governmental Authority or other entity. 
 “Plan” means any employee pension benefit plan (other than a
Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which the Borrower or any ERISA Affiliate is (or, if such plan were terminated, would under
Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA. 
 “Plan Asset
Regulations” means 29 CFR § 2510.3-101 et seq., as modified by Section 3(42) of ERISA, as amended from time to time. 

“Pledge Agreement” means the Pledge Agreement dated as of the Closing Date among the Loan Parties party thereto and the
Collateral Agent for its own benefit and the benefit of the other Secured Parties. 
 “Post-Acquisition Period” means, with
respect to any Permitted Acquisition or Investment the period beginning on the date such Permitted Acquisition is consummated and ending 18 months following the date on which such Permitted Acquisition or Investment is consummated. 

  
 -39- 













 “Prepayment Event” means the occurrence of any of the events described in
Sections 2.17(a) through (c). 
 “Prime Rate” means, as to any Borrowing, for any day, a rate per annum equal to the greatest of (a) the rate of interest per annum publicly announced from time to time by the Administrative Agent as its “prime rate”Published Prime Rate in effect on such day at its office located at 270 Park Avenue, New York, New York; each change in the “prime rate” shall be effective from and including the date such change is
publicly announced as being effective, (b) the NYFRB Rate in effect on such day plus 1⁄2 of 1% and
(c) the Adjusted LIBO Rate for a one month Interest Period on such day (or if such day is not a
Business Day, the immediately preceding Business Day) plus 1%, provided that for the purpose of this, subject to the applicable minimum rates specified in the
definition, the Adjusted of “LIBO Rate,” the LIBO Rate for any day shall be based on the LIBO Screen Rate (or if the
LIBO Screen Rate is not available for such one month Interest Period, the Interpolated Rate) at approximately 11:00 a.m. London time on such day; provided further that, if the Prime Rate shall at any time be less than 1.00% per annum, such rate shall be deemed to be
1.00% per annum for the purposes of this Agreement. Any change in the Prime Rate due to a change in the
rate referred to in clause
(a) abovePublished Prime Rate, the NYFRB Rate
or the Adjusted LIBO Rate shall be effective from and including the effective date of such change in
the rate referred to in clause
(a) abovePublished Prime Rate, the NYFRB Rate
or the Adjusted LIBO Rate, respectively. If the Prime Rate is being used as an alternate rate of interest pursuant to Section 2.10 hereof (for the avoidance of doubt, only until any amendment has become
effective pursuant to Section 2.10(b)), then the Prime Rate shall be the greater of clause (a) and (b) above and shall be determined without reference to clause (c) above. For the avoidance of doubt, if the Prime Rate shall be less
than zero, such rate shall be deemed to be zero for purposes of this Agreement. 

“Prime Rate Loan” means any Term Loan bearing interest at a rate determined by reference to the Prime Rate in accordance with
the provisions of Article II. 
 “Pro Forma Adjustments” means, for any applicable period that includes all or any part of
a Fiscal Quarter included in any Post-Acquisition Period, with respect to the Acquired EBITDA of the applicable Acquired Entity or the Consolidated EBITDA of the Borrower and its Restricted Subsidiaries, the pro forma increase or decrease in such
Acquired EBITDA or such Consolidated EBITDA of the Borrower and its Restricted Subsidiaries, as the case may be, projected by the Borrower in good faith as a result of (a) actions taken (or commenced) during such Post-Acquisition Period for the
purposes of realizing reasonably identifiable cost savings, operating expense reductions, other operating improvements and initiatives and synergies projected by the Borrower in good faith or (b) any additional costs incurred during such
Post-Acquisition Period, in each case in connection with the combination of the operations of such Acquired Entity with the operations of the Borrower and its Restricted Subsidiaries; provided that (i) so long as such actions are taken
(or commenced) during such Post-Acquisition Period or such costs are incurred (or commenced) during such Post-Acquisition Period, as applicable, the cost savings, operating expense reduction, other operating improvements and initiatives and
synergies related to such actions or such additional costs, as applicable, it may be assumed, for purposes of projecting such pro forma increase or decrease in such Acquired EBITDA or such Consolidated EBITDA of the Borrower and its Restricted
Subsidiaries, as the case may be, that such costs savings, operating expense reductions, other operating improvements and initiatives and synergies will be realizable during the entirety of such period, or such additional costs, as applicable, will
be incurred during the entirety of such period and (ii) any such pro forma increase or decrease to such Acquired EBITDA or such Consolidated EBITDA of the Borrower and its Restricted Subsidiaries, as the case may be, shall be without
duplication for cost savings or additional costs already included in such Acquired EBITDA or such Consolidated EBITDA of the Borrower and its Restricted Subsidiaries, as the case may be, for such period; and provided further that any
such increase, decrease and other adjustments of such Acquired EBITDA or such Consolidated EBITDA of the Borrower and its Restricted Subsidiaries, as the case may be, either (x) would be permitted to be included in pro forma
financial statements prepared in accordance with Regulation S-X under the Securities Act of 1933, as amended, or (y) shall have been certified by the chief financial officer of the Borrower as having been
calculated in good faith and in compliance with the requirements of this definition; provided that any such adjustment pursuant to this clause (y) does not exceed 20% of the most recently calculated Consolidated EBITDA of the Borrower
and its Restricted Subsidiaries (prior to giving effect to the adjustments pursuant to this subclause (y)). 
 “Pro Forma
Basis” and “Pro Forma Effect” means, with respect to compliance with any test or covenant hereunder, that (A) to the extent applicable, the Pro Forma Adjustments shall have been made and (B) all Specified
Transactions and the following transactions in connection therewith shall be deemed to have occurred as of the first 

  
 -40- 













 
day of the applicable period of measurement in such test or covenant: (a) income statement items (whether positive or negative) attributable to the property or Person subject to such
Specified Transaction, (i) in the case of a disposition of all or substantially all equity interests in any Subsidiary of the Borrower or any division, product line, or facility used for operations of the Borrower or any of its Subsidiaries,
shall be excluded, and (ii) in the case of a Permitted Acquisition or Investment described in the definition of “Specified Transaction,” shall be included, (b) any retirement of Indebtedness, and (c) any Indebtedness
incurred or assumed by the Borrower or any of the Restricted Subsidiaries in connection therewith and if such Indebtedness has a floating or formula rate, shall have an implied rate of interest for the applicable period for purposes of this
definition determined by utilizing the rate which is or would be in effect with respect to such Indebtedness as at the relevant date of determination; provided that, without limiting the application of the Pro Forma Adjustments pursuant to
(a) above, the foregoing pro forma adjustments may be applied to any such test or covenant solely to the extent that such adjustments are consistent with the definition of Consolidated EBITDA and give effect to events (including operating
expense reductions and operating initiatives) that are consistent with the definition of Pro Forma Adjustment. 
 “Proceeding” means any claim, litigation, investigation, action, suit, arbitration or administrative, judicial or
regulatory action or proceeding in any jurisdiction. 
 “Proposed
Discounted Prepayment Amount” has the meaning provided in Section 2.16(d)(ii). 
 “PTE” means a prohibited
transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time. 

“Public-Sider” means a Lender that elects not to receive MNPI whose representatives may trade in securities of the Borrower
or its controlling person or any of its Subsidiaries while in possession of the financial statements provided by the Borrower under the terms of this Agreement that do not constitute MNPI. 

“Published
 Prime Rate” means the rate of interest last quoted by The Wall Street Journal as the “Prime Rate” in the U.S. or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal
Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by the Administrative
Agent in its reasonable discretion) or any similar release by the Federal Reserve Board (as determined by the Administrative Agent in its reasonable discretion). Each change in the Published Prime Rate shall be effective from and including the date
such change is publicly announced or quoted as being effective. 

“Qualified Securitization Financing” means any Securitization Facility of a Securitization Subsidiary that meets the
following conditions: (i) the Borrower shall have determined in good faith that such Securitization Facility (including financing terms, covenants, termination events and other provisions) is in the aggregate economically fair and reasonable to
the Borrower and its Restricted Subsidiaries; (ii) all sales of Securitization Assets and related assets by the Borrower or any Restricted Subsidiary to the Securitization Subsidiary or any other Person are made at fair market value (as
determined in good faith by the Borrower); (iii) the financing terms, covenants, termination events and other provisions thereof shall be on market terms (as determined in good faith by the Borrower) and may include Standard Securitization
Undertakings; and (iv) the obligations under such Securitization Facility are non-recourse (except for customary representations, warranties, covenants and indemnities made in connection with such
facilities) to the Borrower or any of its Restricted Subsidiaries (other than a Securitization Subsidiary). 
 “Qualifying
Lender” has the meaning provided in Section 2.16(d)(iv). 
 “Qualifying Loans” has the meaning provided in
Section 2.16(d)(iv). 
 “Qualifying Other Debt” means any Indebtedness, no part of the principal of which is required
to be paid (whether by way of mandatory sinking fund, mandatory redemption, mandatory prepayment or otherwise) prior to the date that is six months after the Maturity Date of each Class of Term Loans outstanding on the date on which such
Indebtedness is incurred other than (i) any required (x) offer to purchase or (y) prepayment obligation in respect of such Indebtedness as a result of a change of control, similar event or asset sale or AHYDO payment or
(ii) amortization no greater than 1% per annum. 

  
 -41- 













 “Qualifying Secured Debt” means any secured Indebtedness of any Loan Party,
no part of the principal of which is required to be paid (whether by way of mandatory sinking fund, mandatory redemption, mandatory prepayment or otherwise) prior to the Maturity Date of each Class of Term Loans outstanding on the date on which
such Indebtedness is incurred other than (i) any required (x) offer to purchase or (y) prepayment obligation in respect of such Indebtedness as a result of a change of control, similar event or asset sale or AHYDO payment or
(ii) amortization no greater than 1% per annum and which is subject to either (i) the terms of the Pari Passu Lien Intercreditor Agreement as “Additional First Lien Obligations” or (ii) the terms of the Second Lien
Intercreditor Agreement as obligations secured by Liens ranking junior to the Liens securing the Obligations. 
 “QFC” has
the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D). 

“QFC Credit Support” has the meaning provided in Section 9.21. 

“Real Estate” means all interests in real property now or hereafter owned or held by any Loan Party or Restricted Subsidiary,
including all leasehold interests held pursuant to Leases and all land, together with the buildings, structures, parking areas, and other improvements thereon, now or hereafter owned by any Loan Party or Restricted Subsidiary, including all
easements, rights-of-way, appurtenances and other rights relating thereto and all leases, tenancies, and occupancies thereof. 

“Receivables Assets” means (a) any accounts receivable owed to the Borrower or a Restricted Subsidiary subject to a
Receivables Facility and the proceeds thereof and (b) all collateral securing such accounts receivable, all contracts and contract rights, guarantees or other obligations in respect of such accounts receivable, all records with respect to such
accounts receivable and any other assets customarily transferred together with accounts receivable in connection with a non-recourse accounts receivable factoring arrangement and which are sold, conveyed,
assigned or otherwise transferred or pledged by the Borrower or a Restricted Subsidiary to a commercial bank or an Affiliate thereof in connection with a Receivables Facility. 

“Receivables Facility” means an arrangement between the Borrower or a Restricted Subsidiary and a commercial bank or an
Affiliate thereof pursuant to which (a) the Borrower or such Restricted Subsidiary, as applicable, sells (directly or indirectly) to such commercial bank (or such Affiliate) accounts receivable owing by customers, together with Receivables
Assets related thereto, at a maximum discount, for each such account receivable, not to exceed 5.0% of the face value thereof, (b) the obligations of the Borrower or such Restricted Subsidiary, as applicable, thereunder are non-recourse (except for Securitization Repurchase Obligations) to the Borrower and such Restricted Subsidiary and (c) the financing terms, covenants, termination events and other provisions thereof shall be on
market terms (as determined in good faith by the Borrower) and may include Standard Securitization Undertakings, and shall include any guaranty in respect of such arrangement. 

“Reduced Lenders” has the meaning provided in Section 9.02(c)(i). 

“Reduced Term Loans” has the meaning provided in Section 9.02(c)(i). 

“Regulated
 Bank” means (x) a banking organization with a consolidated combined capital and surplus of at least $5.0 billion that is (i) a U.S. depository institution the deposits of which are insured by the Federal Deposit Insurance
Corporation; (ii) a corporation organized under section 25A of the U.S. Federal Reserve Act of 1913; (iii) a branch, agency or commercial lending company of a foreign bank operating pursuant to approval by and under the supervision of the Board
of Governors of the Federal Reserve System under 12 CFR part 211; (iv) a non-U.S. branch of a foreign bank managed and controlled by a U.S. branch referred to in clause (iii); or (v) any other U.S. or non-U.S. depository institution or any branch, agency or similar office thereof supervised by a bank regulatory authority in any jurisdiction or (y) any Affiliate of a Person set forth in clause (x) to the
extent that (1) all of the equity interests of such Affiliate is directly or indirectly owned by either (I) such Person set forth in clause (x) or (II) a parent entity that also owns, directly or indirectly, all of the equity
interests of such Person set forth in clause (x) and (2) such Affiliate is a securities broker or dealer registered with the SEC under Section 15 of the Exchange Act. 

  
 -42- 














“Reference
 Time” with respect to any setting of the then-current Benchmark means (1) if such Benchmark is LIBO Rate, 11:00 a.m. (London time) on the day that is two London banking days preceding the date of such setting, and (2) if such
Benchmark is not LIBO Rate, the time determined by the Administrative Agent in its reasonable discretion. 

“Refinancing Term Loans” means Incremental Term Loans that are designated as Refinancing Term Loans in the applicable
Incremental Term Loan Amendment. 
 “Register” has the meaning provided in Section 9.04(b)(iv). 

“Regulation U” means Regulation U of the Board as from time to time in effect and all official rulings and interpretations
thereunder or thereof. 
 “Regulation X” means Regulation X of the Board as from time to time in effect and all official
rulings and interpretations thereunder or thereof. 
 “Reinvestment Deferred Amount” means, with respect to a Prepayment
Event described in Section 2.17(a) or (b), the aggregate Net Proceeds received by any Loan Party in connection therewith that are not applied to prepay the Term Loans in accordance with the provisos in Sections 2.17(a) or (b), as applicable.

 “Related Parties” means, with respect to any specified Person, such Person’s Affiliates and the respective
directors, officers, employees, agents, trustees and advisors of such Person and such Person’s Affiliates. 
 “Related Person” has the meaning assigned to it in Section 9.03(c). 
 “Release” has the meaning provided in Section 101(22) of CERCLA. 

“Relevant Governmental Body” means the Federal Reserve Board and/or the NYFRB, or a committee officially endorsed or convened
by the Federal Reserve Board and/or the NYFRB or, in each case, any successor thereto. 
 “Replaced Lenders” has the
meaning provided in Section 9.02(c)(i). 
 “Replaced Term Loans” has the meaning provided in Section 9.02(c)(i).

 “Replacement Lender” has the meaning provided in Section 9.02(c)(i). 

“Reports” has the meaning provided in Section 8.13(a). 

“Required Class Lenders” means, at any time and subject to Section 9.04(f), with respect to each
Class of Term Loans, Lenders whose percentage of the outstanding Term Loans of such Class aggregate more than 50% of all then outstanding Term Loans of such Class. 

“Required Lenders” means, at any time and subject to Section 9.04(f), Lenders whose percentage of the outstanding Term
Loans aggregate more than 50% of all then outstanding Term Loans. 
 “Resolution Authority” means an EEA Resolution
Authority or, with respect to any UK Financial Institution, a UK Resolution Authority. 
 “Responsible Officer” of any
Person shall mean any executive officer or financial officer of such Person and any other officer or similar official thereof with responsibility for the administration of the obligations of such Person in respect of this Agreement. 

  
 -43- 













 “Restricted Payment” means any dividend or other distribution (whether in
cash, securities or other property) with respect to any class of Capital Stock of a Person, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption,
retirement, acquisition, cancellation or termination of any Capital Stock of a Person or any option, warrant or other right to acquire any Capital Stock of a Person or on account of any return of capital to the Person’s stockholders, partners
or members, provided that “Restricted Payments” shall not include any dividends payable solely in Capital Stock of a Loan Party. 

“Restricted Subsidiary” means each Subsidiary of BCF Holdings that is not an Unrestricted Subsidiary. 

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

“Revolving Credit Loans” has the meaning set forth in the ABL Facility for such term or any similar term. 

“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. and any
successor thereto. 
 “Sanctioned Country” means, at any time, a country, region or territory which is itself the subject
or target of any Sanctions (as of the Amendment
No. 
89 Effective Date, Cuba, Iran, North Korea, Syria and Crimea). 
 “Sanctioned
Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, or by the
United Nations Security Council, the European Union or any European Union member state, (b) any Person operating, organized or resident in a Sanctioned Country or (c) any Person owned or controlled by any such Person or Persons described
in the foregoing clause (a) or (b). 
 “Sanctions” means economic or financial sanctions or trade embargoes imposed,
administered or enforced from time to time by the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State. 

“SEC” means the Securities and Exchange Commission or any Governmental Authority succeeding to any of its principal
functions. 
 “Second Lien Intercreditor Agreement” means an intercreditor agreement in form and substance reasonably
satisfactory to the Administrative Agent providing that the Liens securing the Obligations rank prior to the Liens securing Qualifying Secured Debt which is intended to be secured by Liens ranking junior to the Liens securing the Obligations. 

“Secured Party” means (a) each Credit Party, (b) the beneficiaries of each indemnification obligation undertaken by
any Loan Party under any Loan Document, and (c) the successors and, subject to any limitations contained in this Agreement, assigns of each of the foregoing. 

“Securitization Asset” means (a) any accounts receivable or related assets and the proceeds thereof, in each case
subject to a Securitization Facility and (b) all collateral securing such receivable or asset, all contracts and contract rights, guaranties or other obligations in respect of such receivable or asset, lockbox accounts and records with respect
to such account or asset and any other assets customarily transferred (or in respect of which security interests are customarily granted), together with accounts or assets in a securitization financing and which in the case of clause (a) and
(b) above are sold, conveyed, assigned or otherwise transferred or pledged by the Borrower or a Restricted Subsidiary in connection with a Qualified Securitization Financing. 

“Securitization Facility” means any transaction or series of securitization financings that may be entered into by the
Borrower or any of its Restricted Subsidiaries pursuant to which the Borrower or any of its Restricted Subsidiaries may sell, convey or otherwise transfer, or may grant a security interest in, Securitization Assets to either (a) a Person that
is not a Restricted Subsidiary or (b) a Securitization Subsidiary that in turn sells such Securitization Assets to a Person that is not a Restricted Subsidiary, or may grant a security interest in, any Securitization Assets of the Borrower or
any of its Subsidiaries. 

  
 -44- 













 “Securitization Fees” means distributions or payments made directly or by
means of discounts with respect to any Securitization Asset or participation interest therein issued or sold in connection with, and other fees and expenses (including reasonable fees and expenses of legal counsel) paid to a Person that is not a
Restricted Subsidiary in connection with, any Qualified Securitization Financing or a Receivables Facility. 
 “Securitization
Repurchase Obligation” means any obligation of a seller (or any guaranty of such obligation) of Securitization Assets or Receivables Assets in a Qualified Securitization Financing or a Receivables Facility to repurchase Securitization
Assets arising as a result of a breach of a representation, warranty or covenant or otherwise, including, without limitation, as a result of a receivable or portion thereof becoming subject to any asserted defense, dispute, offset or counterclaim of
any kind as a result of any action taken by, any failure to take action by or any other event relating to the seller. 

“Securitization Subsidiary” means any Subsidiary the Borrower in each case formed for the purpose of and that solely engages
in one or more Qualified Securitization Financings and other activities reasonably related thereto or another Person formed for the purposes of engaging in a Qualified Securitization Financing in which the Borrower or any Subsidiary of the Borrower
makes an Investment and to which the Borrower or any Subsidiary of the Borrower transfers Securitization Assets and related assets. 

“Security Agreement” means the Security Agreement dated as of the Closing Date among the Loan Parties and the Collateral
Agent for its benefit and for the benefit of the other Secured Parties, as amended, restated, supplemented or otherwise modified and in effect from time to time. 

“Security Documents” means the Security Agreement, the Mortgages, the Intellectual Property Security Agreement, the Pledge
Agreement, the Facility Guarantee, and each other security agreement or other instrument or document executed and delivered pursuant to this Agreement or any other Loan Document that creates a Lien in favor of the Collateral Agent to secure any of
the Obligations. 
 “Senior Notes” means the $450,000,000 10% Senior Notes due 2019 issued by the Borrower and outstanding
immediately prior to August 13, 2014. 
 “Series” has the meaning provided in Section 2.05(b). 

“SOFR”
means, with respect to any day meansBusiness Day, a
rate per annum equal to the secured overnight financing rate published for such day by the NYFRB, as the
administrator of the benchmark (or a successor administrator), on the Federal Reserve Bank of New York’s
Website.for such Business Day published by the SOFR Administrator on the SOFR Administrator’s
Website on the immediately succeeding Business Day. 
 “SOFR-Based Rate” means SOFR, Compounded SOFR or Term SOFR. 

“SOFR
Administrator” means the NYFRB (or a successor administrator of the secured overnight financing rate). 

“SOFR
Administrator’s Website” means the NYFRB’s website, currently at http://www.newyorkfed.org, or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time. 
 “Software” has the meaning assigned to such term in the Security Agreement.

 “Solvent” means, with respect to any Person on a particular date, that on such date (a) at fair valuation on a
going concern basis, all of the properties and assets of such Person are greater than the sum of the debts, including contingent liabilities, of such Person, (b) the present fair saleable value of the properties and assets of such Person on a
going concern basis is not less than the amount that would be required to pay the probable liability of such 

  
 -45- 













 
Person on its debts as they become absolute and matured, (c) such Person is able to realize upon its properties and assets and generally pay its debts and other liabilities, contingent
obligations and other commitments as they mature in the normal course of business, (d) such Person does not intend to, and does not believe that it will, incur debts beyond such Person’s ability to generally pay as such debts mature, and
(e) such Person is not engaged in a business or a transaction, and is not about to engage in a business or transaction, for which such Person’s properties and assets would constitute unreasonably small capital after giving due
consideration to the prevailing practices in the industry in which such Person is engaged. 
 “Specified Captive Insurance
Company” means a captive insurance company that is subject to regulation as a captive insurance company and is a direct or indirect Subsidiary of Burlington Stores, Inc. 

“Specified Default” means the occurrence of any Event of Default specified in Section 7.01(a), (b), (h) or (i). 

“Specified Indebtedness” means Indebtedness that is subordinated in right of payment to the Obligations. 

“Specified Representations” means the representations and warranties made by the Borrower in the first and second sentences
of Section 3.01 and Sections 3.02, 3.08, 3.15 (subject to customary limitations on the perfection of Liens on the Collateral in financing commitments obtained in connection with Limited Condition Transactions), 3.16, 3.17 and 3.18. 

“Specified Transaction” means any (a) disposition of all or substantially all the assets or Capital Stock of any
Subsidiary or of any division or product line of the Borrower or any of the Subsidiaries, (b) Permitted Acquisition or Acquisition constituting a Permitted Investment, (c) the Amendment Transactions, (d) proposed incurrence of
Indebtedness in respect of which compliance with a financial ratio are by the terms of this Agreement required to be calculated on a Pro Forma Basis or giving Pro Forma Effect to any such transaction or event, and (e) any other event that by
the terms of this Agreement requires a test or covenant hereunder to be calculated on a Pro Forma Basis or giving Pro Forma Effect to any such transaction or event. 

“Sponsor Group” means the Sponsors and the Sponsor Related Parties. 

“Sponsor Related Parties” means, with respect to any Person, (a) any Controlling stockholder or partner (including in
the case of an individual Person who possesses Control, the spouse or immediate family member of such Person provided such Person retains Control of the voting rights, by stockholders agreement, trust agreement or otherwise of the Capital Stock
owned by such spouse or immediate family member) or 80% (or more) owned Subsidiary, or (b) any trust, corporation, partnership or other entity, the beneficiaries, stockholders, partners, owners or Persons beneficially holding a 51% or more
Controlling interest of which consist of such Person and/or such Persons referred to in the immediately preceding clause (a) or (b) the limited partners of the Sponsors. 

“Sponsors” means collectively, Bain Capital Fund VIII, L.P. and its Affiliates. 

“SPV” has the meaning assigned to such term in Section 9.04(e). 

“Standard Securitization Undertakings” means representations, warranties, covenants and indemnities entered into by the
Borrower or any Subsidiary of the Borrower which the Borrower has determined in good faith to be customary in a Securitization Facility, including, without limitation, those relating to the servicing of the assets of a Securitization Subsidiary, it
being understood that any Securitization Repurchase Obligation shall be deemed to be a Standard Securitization Undertaking or, in the case of a Receivables Facility, a non-credit related recourse accounts
receivable factoring arrangement. 
 “Statutory Reserve Rate” means a fraction (expressed as a decimal), the numerator of
which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the
Board to which the Administrative Agent is subject with respect to the Adjusted LIBO Rate, for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board). Such reserve percentages


  
 -46- 













 
shall include those imposed pursuant to such Regulation D. LIBO Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or
credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any
change in any reserve percentage. 
 “Store” means any retail store (which includes any real property, fixtures, equipment,
inventory and other property related thereto) operated, or to be operated, by any Loan Party. 
 “Subordinated
Indebtedness” means Indebtedness which is expressly subordinated in right of payment to the prior payment in full of the Obligations on terms reasonably acceptable to the Agents. 

“Subsequent Transaction” has the meaning provided in Section 1.09. 

“Subsidiary” means with respect to any Person (the “parent”) at any date, any corporation, limited liability
company, partnership, association or other entity (a) of which Capital Stock representing more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date,
owned, Controlled or held, or (b) that is, as of such date, otherwise Controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent. 

“Supported QFC” has the meaning provided in Section 9.21. 

“Synthetic Lease” means any lease or other agreement for the use or possession of property creating obligations which do not
appear as Indebtedness on the balance sheet of the lessee thereunder but which, upon the insolvency or bankruptcy of such Person, may be characterized as Indebtedness of such lessee without regard to the accounting treatment. 

“Taxes” means all current or future taxes, levies, imposts, duties (including stamp duties), deductions, charges (including
ad valorem charges) or withholdings imposed by any Governmental Authority, and all interest, additions to tax and penalties related thereto. 

“Term B-45 Loan” means all Term Loans outstanding under this
Agreement immediately prior to the Amendment
No. 
69 Effective Date. 
 “Term B-56 Loan” has the meaning provided in Section 2.01(d). 
 “Term Loan
Extension Amendment” has the meaning provided in Section 2.06(d). 
 “Term Loans” means Term B-45 Loans, Term
B-56
 Loans, Incremental Term Loans and Extended Term Loans. 
 “Term Priority
Collateral” has the meaning set forth in the ABL Intercreditor Agreement. 
 “Term SOFR” means, for the applicable Corresponding Tenor as of the applicable Reference Time, the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental Body. 

“Term
SOFR Notice” means a notification by the Administrative Agent to the Lenders and the Borrower of the occurrence of a Term SOFR Transition Event. 

“Term
SOFR Transition Event” means the reasonable determination by the Administrative Agent (after consultation with the Borrower) that (a) Term SOFR has been recommended for use by the Relevant Governmental Body, (b) the administration of
Term SOFR is administratively feasible for the Administrative Agent and (c) a Benchmark Transition Event or an Early Opt-in Election (but not in the case of an Other Rate Early Opt-in Election), as applicable, has previously occurred resulting in a Benchmark Replacement in accordance with Section 2.10 that is not Term SOFR.


  
 -47- 













 “Transactions” means the entry into this Agreement and the other Loan
Documents executed and delivered on the Closing Date, the repayment in full of the Loan Parties’ term loans under the existing term loan agreement, dated as of April 13, 2006, between the Loan Parties, Bear Sterns Corporate Lending Inc.
and the other parties thereto, the repurchase or redemption of all of the Borrower’s existing 111⁄8% senior unsecured notes due 2014 and all of Parent’s
141⁄2% senior discount notes due 2014, the dividend payment paid in connection with entering into this Agreement and the payment of fees and expenses in connection
with the foregoing. 
 “Type,” when used in reference to any Term Loan or Borrowing, refers to whether the rate of interest
on such Term Loan, or on the Term Loans comprising such Borrowing, is determined by reference to the Adjusted LIBO Rate or the Prime Rate, as applicable. 

“UCC” means the Uniform Commercial Code as in effect from time to time in the State of New York provided,
however, that if a term is defined in Article 9 of the Uniform Commercial Code differently than in another Article thereof, the term shall have the meaning set forth in Article 9; provided further that, if by reason of mandatory
provisions of law, perfection, or the effect of perfection or non-perfection, of a security interest in any Collateral or the availability of any remedy hereunder is governed by the Uniform Commercial Code as
in effect in a jurisdiction other than New York, “Uniform Commercial Code” means the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such perfection or effect of perfection
or non-perfection or availability of such remedy, as the case may be. 
 “UK Financial
Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA
Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms. 

“UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for
the resolution of any UK Financial Institution. 
 “Unadjusted Benchmark Replacement” means the Benchmark Replacement
excluding the Benchmark Replacement Adjustment; provided that, if the Unadjusted Benchmark Replacement as so determined would be less than zero, the Unadjusted Benchmark Replacement will be deemed to be zero for the purposes of this
Agreement. 
 “Unrestricted Subsidiary” means (i) any Subsidiary of the Borrower designated by the board of directors
of the Borrower as an Unrestricted Subsidiary pursuant to Section 5.16 subsequent to the Closing Date and (ii) any Subsidiary of an Unrestricted Subsidiary. 

“U.S. Special Resolution Regimes” has the meaning provided in Section 9.21. 

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by
dividing (1) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payment of principal, including payment at final maturity, in respect
thereof (excluding in each case prepayments thereof) by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment by
(2) the then outstanding principal amount of such Indebtedness. 
 “Withdrawal Liability” means liability to a
Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part 1 of Subtitle E of Title IV of ERISA. 

“Write-Down and Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and
conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the


  
 -48- 













 
EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or a part of that
liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligations in respect of that
liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers. 

“Yield” for any Term Loan on any date of determination will be the internal rate of return on such Term Loan determined by
the Administrative Agent utilizing (a) the greater of (i) if applicable, any “LIBOR floor” applicable to such Term Loan on such date and (ii) the forward LIBOR curve (calculated on a quarterly basis) as calculated by the
Administrative Agent in accordance with its customary practice during the period from such date to the Maturity Date of such Term Loan; (b) the Applicable Margin for such Term Loan on such date; and (c) the issue price of such Term Loan
(after giving effect to any original issue discount of upfront fees paid to the market in respect of such Term Loan) (it being understood that the “issue price” of (x) the Term B-56 Loans shall be
99.7599.50
% of the principal amount thereof and (y) any Extended Term Loan shall be deemed to be the issue price of the Term
B-56
 Loan (as determined above) minus any upfront fees paid to the Lenders providing such Extended Term Loans). 

SECTION 1.02 Terms Generally. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in
such other Loan Document: 
 (a) The definitions of terms herein shall apply equally to the singular and plural forms of the
terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to
be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any definition of
or reference to any agreement, instrument or other document (including any Charter Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to
any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns,
(iii) the words “herein,” “hereof” and “hereunder,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any
particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, the Loan Document in which such
references appear, (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer
to such law or regulation as amended, modified or supplemented from time to time, (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all
tangible and intangible assets and properties, including cash, securities, accounts and contract rights, (vii) all references to “$” or “dollars” or to amounts of money and all calculations of permitted “baskets”
and other similar matters shall be deemed to be references to the lawful currency of the United States of America, and (viii) references to “knowledge” of any Loan Party means the actual knowledge of a Responsible Officer. 

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

(c) Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect
the interpretation of this Agreement or any other Loan Document. 
 (d) This Agreement and the other Loan Documents are the
result of negotiation among, and have been reviewed by counsel to, among others, the Loan Parties and the Administrative Agent and are the product of discussions and negotiations among all parties. Accordingly, this Agreement and the other Loan
Documents are not intended to be construed against the Administrative Agent or any of the Lenders merely on account of the Administrative Agent’s or any Lender’s involvement in the preparation of such documents. 

  
 -49- 













 SECTION 1.03 Accounting Terms. 

(a) Generally. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all
financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a
manner consistent with that used in preparing the audited financial statements described in Section 3.04, except as otherwise specifically prescribed herein. All amounts used for purposes of financial calculations required to be made shall be
without duplication. Notwithstanding anything to the contrary herein, for purposes of determining compliance with any test or covenant contained in this Agreement with respect to any period during which any Specified Transaction occurs, the
Consolidated Leverage Ratio, Consolidated Secured Leverage Ratio and Consolidated Interest Coverage Ratio shall be calculated with respect to such period and such Specified Transaction on a Pro Forma Basis. 

(b) Issues Related to GAAP. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set
forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent
thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein
and (ii) the Borrower shall provide to the Administrative Agent and the Lenders as reasonably requested hereunder a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. In
addition, the definitions set forth in the Loan Documents and any financial calculations required by the Loan Documents shall be computed to exclude (a) the effect of purchase accounting adjustments, including the effect of non-cash items resulting from any amortization, write-up, write-down or write-off of any assets or deferred charges (including without
limitation intangible assets, goodwill and deferred financing costs in connection with the BCFWC Acquisition, any Permitted Acquisition or any Acquisition, merger, consolidation or other similar transaction permitted by this Agreement), (b) the
application of ASC 815 (Derivatives and Hedging), ASC 480 (Distinguishing Liabilities from Equity) or ASC 718 (Stock Compensation) (to the extent the pronouncements in ASC 718 result in recording an equity award as a liability on the Consolidated
balance sheet of BCF Holdings and its Subsidiaries in the circumstance where, but for the application of the pronouncements, such award would have been classified as equity), (c) any
mark-to-market adjustments to any derivatives (including embedded derivatives contained in other debt or equity instruments under ASC 815), (d) any non-cash compensation charges resulting from the application of ASC 718, and (e) any change to lease accounting rules from those in effect pursuant to ASC 840 (Leases) and other related lease accounting
guidance as in effect on the Closing Date. Notwithstanding anything in this Agreement to the contrary, any change in GAAP or the application or interpretation thereof that would require operating leases (or leases that would be operating leases if
they existed on the date
hereofClosing Date) to be treated similarly as a
capital lease shall not be given effect in the definitions of Indebtedness or Liens or any related definitions or in the computation of any financial ratio or requirement. 

Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant)
contained herein, the effects of FASB ASC 825 (Financial Instruments) and ASC 470-20 (Debt with Conversion and Other Options) on financial liabilities shall be disregarded. 

SECTION 1.04 Rounding. Any financial ratios required to be maintained by the Borrower (or otherwise required to be complied with to
consummate a transaction) pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and
rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number). 

SECTION 1.05 Times of Day. Unless otherwise specified, all references herein to times of day shall be references to Eastern time
(daylight or standard, as applicable). 

  
 -50- 













 SECTION 1.06 Certifications. All certifications to be made hereunder by an officer or
representative of a Loan Party shall be made by such person in his or her capacity solely as an officer or a representative of such Loan Party, on such Loan Party’s behalf and not in such person’s individual capacity. 

SECTION 1.07 Compliance with Article VI; Calculation of Baskets. 

(a) In the event that any Lien, Investment, Indebtedness (whether at the time of incurrence or upon application of all or a portion of the
proceeds thereof), disposition, Restricted Payment, affiliate transaction, restrictive agreement or prepayment of Indebtedness meets the criteria of one or more than one of the categories of transactions then permitted pursuant to any clause of such
Sections in Article VI, such transaction (or portion thereof) at any time, and from time to time, shall be permitted under one or more of such clauses as determined by the Borrower in its sole discretion at such time. The Borrower is entitled
in its sole discretion to divide and classify such transaction (or portion thereof) in any one or more of the clauses of the Sections referred to in the immediately preceding sentence and will only be required to include the amount and type of such
transaction in such of the above clauses as determined by the Borrower at such time; provided that after such designation it may not subsequently reclassify such transaction (or portion thereof) except as provided in Section 6.01 and
Section 6.02. 
 (b) With respect to any amounts incurred or transactions entered into (or consummated) in reliance upon a provision of
this Agreement that does not require compliance with a financial ratio or leverage test (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in
reliance on a provision of this Agreement that requires compliance with a financial ratio or leverage test (any such amounts, the “Incurrence-Based Amounts”), it is understood and agreed that the Fixed Amounts shall be disregarded
in the calculation of the financial ratio or leverage test applicable to the Incurrence-Based Amounts in connection with such substantially concurrent incurrence, except that incurrences of Indebtedness and Liens constituting Fixed Amounts shall be
taken into account for purposes of Incurrence-Based Amounts other than Incurrence-Based Amounts contained in the definition of Maximum Incremental Amount and Sections 6.01 and 6.02. 

SECTION 1.08 Timing of Payment or Performance. When the payment of any obligation or the performance of any covenant, duty or
obligation is stated to be due or performance required on (or before) a day which is not a Business Day, the date of such payment (other than as described in the definition of “Interest Period”) or performance shall extend to the
immediately succeeding Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be. 

SECTION 1.09 Limited Condition Transactions. Notwithstanding anything to the contrary in this Agreement or any other Loan Document, in
connection with any action being taken in connection with a Limited Condition Transaction, for purposes of: 
 (1)
determining compliance with any provision of this Agreement which requires the calculation of any financial ratio or test, including the Consolidated Leverage Ratio, the Consolidated Secured Leverage Ratio, and the Consolidated Interest Coverage
Ratio, including, but not limited to, in connection with incurrence of Indebtedness, the creation of Liens, the making of any asset sale or other disposition, the making of an Investment or Restricted Payment, the designation of a
“Subsidiary” as restricted or unrestricted or the repayment or prepayment of Indebtedness; or 
 (2) determining
compliance with representations and warranties (other than Specified Representations in the case of a Limited Condition transaction under clause (i) of such definition) and defaults or events of default (other than Specified Defaults); or 

(3) testing availability under baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated
EBITDA or Consolidated Total Assets); 
 in each case, at the option of the Borrower (the Borrower’s election to exercise such option in connection
with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted hereunder shall be deemed to be the date the definitive agreement for such Limited Condition Transaction


  
 -51- 













 
is entered into, the date an irrevocable repayment or prepayment notice is given with respect thereto, or at the time of declaration thereof, as applicable (the “LCT Test Date”),
and if, after giving Pro Forma Effect to the Limited Condition Transaction, the Borrower or any of its Restricted Subsidiaries would have been permitted to take such action on the relevant LCT Test Date in compliance with such ratio, test,
representations, warranties, defaults, specified defaults, events of default, or basket, such ratio, test, representations, warranties, defaults, specified defaults, events of default, or basket shall be deemed to have been complied with. For the
avoidance of doubt, if the Borrower has made an LCT Election and any of the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date would have failed to have been satisfied as a result of fluctuations in any
such ratio, test or basket, including due to fluctuations in Consolidated EBITDA, Consolidated Total Assets, Consolidated Total Debt, Consolidated Interest Expense, or Consolidated Net Income, at or prior to the consummation of the relevant
transaction or action, such baskets, tests or ratios will not be deemed to have failed to have been satisfied as a result of such fluctuations. Notwithstanding anything to the contrary in this Agreement or any other Loan Document, if the Borrower
has made an LCT Election for any Limited Condition Transaction, then in connection with any event or transaction occurring after the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is
consummated or the date that the definitive agreement or date for disposition, redemption, repurchase, defeasance, satisfaction and discharge or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated,
expires or passes, as applicable, without consummation of such Limited Condition Transaction (a “Subsequent Transaction”) in connection with which a ratio, test or basket availability calculation must be made on a Pro Forma Basis or
giving Pro Forma Effect to such Subsequent Transaction, for purposes of determining whether such ratio, test or basket availability has been complied with under this Agreement, any such ratio, test or basket shall be required to be satisfied on a
Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated until such time as the applicable Limited
Condition Transaction has actually closed or the definitive agreement with respect thereto has been terminated; provided, that for purposes of any Restricted Payment, such ratio, basket or compliance with any other provision hereunder shall
also be tested as if such Limited Condition Transaction and other transactions in connection therewith (including any incurrence or issuance of Indebtedness and the use of proceeds thereof) had not been consummated. 

SECTION 1.10 Interest Rates; LIBOR Notification. The interest rate on LIBO Loans is determined by reference to the LIBO Rate, which is
derived from the London interbank offered rate. The London interbank offered rate (“LIBOR”). LIBOR is intended to represent the rate at which
contributing banks may obtain short-term borrowings from each other in the London interbank market. In July 2017On March 5, 2021, the U.K. Financial Conduct Authority (“FCA”) publicly announced that, after the end of 2021, it would no longer persuade or compel contributing banks to make rate submissions to the ICE Benchmark Administration (together with any successor
to the ICE Benchmark Administrator, the “IBA”) for purposes of the IBA setting the London interbank offered rate. As a result, it is possible that commencing in 2022, the London interbank offered rate may no longer be available or may no
longer be deemed an appropriate reference rate upon which to determine the interest rate on LIBO Loans. In light of this eventuality,
public: (a) immediately after December 31, 2021, publication of all seven euro LIBOR settings, all
seven Swiss Franc LIBOR settings, the spot next, 1-week, 2-month and 12-month Japanese Yen LIBOR settings, the overnight, 1-week, 2-month and 12-month British Pound Sterling LIBOR settings, and the 1-week and 2-month U.S. Dollar LIBOR settings will
permanently cease; immediately after June 30, 2023, publication of the overnight and 12-month U.S. Dollar LIBOR settings will permanently cease; immediately after December 31, 2021, the 1-month, 3-month and 6-month Japanese Yen LIBOR settings and
the 1-month, 3-month and 6-month British Pound Sterling LIBOR settings will cease to be provided or, subject to consultation by the FCA, be provided on a changed methodology (or “synthetic”) basis and no longer be representative of the
underlying market and economic reality they are intended to measure and that representativeness will not be restored; and immediately after June 30, 2023, the 1-month, 3-month and 6-month U.S. Dollar LIBOR settings will cease to be provided or,
subject to the FCA’s consideration of the case, be provided on a synthetic basis and no longer be representative of the underlying market and economic reality they are intended to measure and that representativeness will not be restored. There
is no assurance that dates announced by the FCA will not change or that the administrator of LIBOR and/or regulators will not take further action that could impact the availability, composition, or characteristics of LIBOR or the currencies and/or
tenors for which LIBOR is published. Each party to this Agreement should consult its own advisors to stay informed of any such developments. Public and private sector industry initiatives are
currently underway to identify new or alternative reference rates to be used in place of the London interbank offered rateLIBOR. Upon the occurrence of a Benchmark Transition Event or, a Term SOFR Transition
Event, an Early 

  
 -52- 













 
Opt-InOpt-in Election or an Other Rate Early
Opt-in Election, Section 2.10(b) provides aand (c) provide the mechanism for determining an alternative rate
of interest. The Administrative Agent will promptly notify the Borrower, pursuant to Section 2.10(de), of any change to the reference rate upon which the interest rate on
LIBO Loans is based. However, the Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission or any other matter related to the London interbank offered
rateLIBOR or other rates in the definition of
“LIBO Rate” or with respect to any alternative or successor rate thereto, or replacement rate thereof (including, without limitation, (i) any such alternative, successor or replacement rate implemented pursuant to
Section 2.10(b) or (c), whether upon the occurrence of
a Benchmark Transition Event or
an, a Term SOFR Transition Event, an Early Opt-in Election or
an Other Rate Early Opt-in Election, and (ii) the implementation of any Benchmark Replacement Conforming Changes pursuant to Section 2.10(cd)), including, without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate will be similar to, or produce the same value or economic equivalence
of, the LIBO Rate or have the same volume or liquidity as did the London interbank offered rate prior to its discontinuance or unavailability. The Administrative Agent and its affiliates and/or other related entities may engage in transactions that
affect the calculation of the Adjusted LIBO Rate, any alternative, successor or alternative rate (including any Benchmark Replacement) and/or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Adjusted
LIBO Rate, any component thereof, or rates referenced in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind,
including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component
thereof) provided by any such information source or service. 
 ARTICLE II 

Amount and Terms of Credit 

SECTION 2.01 Commitment of the Lenders. 

(a) [Reserved]. 
 (b)
[Reserved]. 
 (c) [Reserved]. 

(d) (i) The Additional Term B-56 Lender agrees to make a term loan to the Borrower in dollars (a
“Term
B-56 Loan”) on the Amendment No. 69 Effective Date in an amount not to exceed the amount of its Additional
Term
B-56
 Commitment and (ii) each Converted Term B-45 Loan of each Amendment No. 69 Consenting Lender shall
be converted into a Term
B-56
Loan of such Lender effective as of the Amendment No. 69 Effective Date in a principal amount equal to the principal amount of
such Lender’s Converted Term
B-45
 Loan immediately prior to such conversion. Amounts repaid with respect to Term B-56 Loans may not be reborrowed. As of the Amendment No. 69 Effective Date the aggregate outstanding principal amount of Term B-56 Loans is $1,117,000,000961,415,000.00
. 
 SECTION 2.02 [Reserved]. 

SECTION 2.03 Procedure for Term Loan Borrowing. 

(a) The Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to
11:00 A.M., New York City time, one Business Day prior to the anticipated Closing Date) requesting that the Lenders make the Term Loans on the Closing Date and specifying the amount to be borrowed and whether the Term Loans will initially be LIBO
Loans or Prime Rate Loans (and, if LIBO Loans, the Interest Period for such Term Loans). Upon receipt of such notice the Administrative Agent shall promptly notify each Lender thereof. Not later than 12:00 noon, New York City time, on the Closing
Date each Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available 

  
 -53- 













 
funds equal to the Term B Loan to be made by such Lender. The Administrative Agent shall credit the account of the Borrower on the books of such office of the Administrative Agent with the
aggregate of the amounts made available to the Administrative Agent by the Lenders in immediately available funds. 
 (b) Except as set
forth in Section 2.09, Section 2.10 and Section 2.11, Term Loans shall be either Prime Rate Loans or LIBO Loans as the Borrower may request (which request shall substantially be made in the form attached hereto as Exhibit B-1) subject to and in accordance with this Section 2.03. Each Lender may fulfill its Commitment with respect to any Term Loan by causing any lending office of such Lender to make such Term Loan;
provided, however, that any such use of a lending office shall not affect the obligation of the Borrower to repay such Term B Loan in accordance with the terms of the applicable Note. Each Lender shall, subject to its overall policy
considerations, use reasonable efforts to select a lending office which will not result in the payment of increased costs by the Borrower. Subject to the other provisions of this Section 2.03 and the provisions of Section 2.11, Borrowings
of Term Loans of more than one Type may be incurred at the same time, but in any event no more than ten (10) Borrowings of LIBO Loans may be outstanding at any time. 

(c) The procedures for the funding of Incremental Term Loans shall be as set forth in the applicable Incremental Term Loan Amendment. 

(d) [Reserved]. 
 (e) Not later
than 1:00 p.m. (Eastern time) on the Amendment No. 69 Effective Date each Additional Term B-56 Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the Term B-56 Loan to
be made by such Additional Term B-56 Lender pursuant to its Additional Term B-56 Commitment. The Administrative Agent shall credit the account of the Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts
made available to the Administrative Agent by the Additional Term B-56 Lenders in immediately available funds. 
 SECTION 2.04 Repayment
of Term Loans. 
 (a) On the Maturity Date of the Term
B-5 Loans, the Borrower shall repay in full the principal amount of the Term B-5 Loans then outstanding.


(a) The
Borrower shall repay the Term B-6 Loans (x) on the last day of each March, June, September and December (commencing on September 30, 2021) in the principal amount of Term B-6 Loans equal to (i) the aggregate outstanding principal amount of Term B-6 Loans immediately after closing on the Amendment No. 9 Effective Date multiplied by
(ii) 0.25% (amounts required to be repaid under this clause (x) to be decreased in accordance with Section 2.17(f) in the event of any mandatory prepayments of such Term B-6 Loans made hereunder or
as directed by the Borrower in the event of any voluntary prepayments of the Term B-6 Loans hereunder) and (y) on the Maturity Date of the Term B-6 Loans in the
principal amount of the Term B-6 Loans then outstanding. 

(b) The principal amount of each Incremental Term Loan of any Series shall amortize as provided in the applicable Incremental Term Loan
Amendment. 
 (c) The principal amount of the Extended Term Loans of any Extension Series shall amortize as provided in the applicable Term
Loan Extension Amendment (to be decreased in accordance with Section 2.17(f) in the event of any mandatory prepayments of such Extended Term Loan made hereunder or as directed by the Borrower in the event of any voluntary prepayments of the
Term Loans hereunder). 
 Notwithstanding the foregoing, (x) the amounts required to be paid with respect to the Term Loans of any
Class shall be reduced in connection with any prepayment of the Term Loans of such Class in accordance with Section 2.16 or 2.17, as applicable; and (y) the Term Loans of each Class, together with all other amounts owed hereunder
with respect thereto, shall, in any event, be paid in full no later than the Maturity Date. 

  
 -54- 













 SECTION 2.05 Incremental Term Loans. 

(a) The Borrower may by written notice to the Administrative Agent elect to request the establishment of one or more additional Classes of
Term Loans denominated in dollars under this Agreement (“Incremental Term Loans”). Each such notice shall specify the date (each, an “Incremental Effective Date”) on which the Borrower proposes that the Incremental
Term Loans shall be made, which shall be a date not less than five Business Days after the date on which such notice is delivered to the Administrative Agent (or such shorter period as agreed by the Administrative Agent); provided that: 

(i) before and after giving effect to the borrowing of such Incremental Term Loans on the Incremental Effective Date no Event
of Default shall have occurred and be continuing (or, to the extent the proceeds of any Incremental Term Loans are being used to finance a Permitted Acquisition or other Acquisition, no Specified Default shall have occurred and be continuing); 

(ii) the Weighted Average Life to Maturity of such Incremental Term Loans shall not be shorter than the then remaining Weighted
Average Life to Maturity of the Term B-56 Loans outstanding at the time of such borrowing; 
 (iii) all other terms
applicable to such Incremental Term Loans (other than provisions relating to original issue discount, upfront fees and interest rates, amortization (other than the Maturity Date and subject to clause (ii) above), optional prepayments or
redemption terms, in each case, which shall be as agreed between the Borrower and the Incremental Term Lenders providing such Incremental Term Loans subject to the proviso contained in the definition of Applicable Margin), shall be on market terms
(as determined by the Borrower); provided that, in the event any financial maintenance covenant is included, which is applicable to any Incremental Term Loans, either (x) such financial maintenance covenant does not apply until the Term
B-56 Loans have been repaid in full or (y) such financial maintenance covenant shall also apply to the Term
B-56
 Loans; 
 (iv) the aggregate principal amount of Incremental Term Loans
(other than Refinancing Term Loans) borrowed following the Closing Date, when aggregated with the principal amount of Qualifying Secured Debt and Qualifying Other Debt issued pursuant to clause (v)(ii) of the definition of “Permitted
Indebtedness,” would not exceed the Maximum Incremental Amount; 
 (v) the representations and warranties in this
Agreement and the other Loan Documents shall be accurate in all material respects as of the Incremental Effective date (except to the extent that any such representation or warranty relates to a prior date), subject to customary “SunGard”
limitations to the extent the proceeds of any Incremental Term Loans are being used to finance a Permitted Acquisition or other similar Permitted Investments; and 

(vi) the Loan Parties and the Collateral Agent shall enter into such amendments to the Security Documents as may be reasonably
requested by the Collateral Agent (which shall not require any consent from any Lender other than those consents provided pursuant to this Agreement and which may be provided on a post-closing basis) in order to ensure that the Incremental Term
Loans are provided with the benefit of the applicable Security Documents and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be reasonably requested by the Collateral Agent. 

(b) The Borrower may approach any Lender or any other Person that would be an Eligible Assignee to provide all or a portion of the Incremental
Term Loans (a “Incremental Term Lender”); provided that any Lender offered or approached to provide all or a portion of the Incremental Term Loans may elect or decline, in its sole discretion, to provide an Incremental Term
Loan. Any Incremental Term Loans made on any Incremental Effective Date shall be designated a series (a “Series”) of Incremental Term Loans for all purposes of this Agreement; provided that, subject to the limitations set
forth in clause (a) above, any Incremental Term Loans may, to the extent provided in the applicable Incremental Term Loan Amendment, be designated as an increase in any previously established Class of Term Loans. 

  
 -55- 













 (c) The Incremental Term Loans shall be established pursuant to an amendment to this
Agreement among the Borrower, the Administrative Agent and the Incremental Term Lenders providing such Incremental Term Loans (an “Incremental Term Loan Amendment”) which shall be consistent with the provisions set forth in clause
(a) above (but which shall not require the consent of any other Lender other than those consents provided pursuant this Agreement). Each Incremental Term Loan Amendment shall be binding on the Lenders, the Loan Parties and the other parties
hereto. 
 SECTION 2.06 Extended Term Loans. 

(a) The Borrower may at any time and from time to time request that all or a portion of the Term Loans of any Class (an “Existing
Term Loan Class”) be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of such Term Loans (any such Term Loans which have been so converted,
“Extended Term Loans”) and to provide for other terms consistent with this Section 2.06. In order to establish any Extended Term Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy
of such notice to each of the Lenders under the Existing Term Loan Class) (an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which shall be consistent with the Term Loans under
the Existing Term Loan Class from which such Extended Term Loans are to be converted except that: 
 (i) all or any of
the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Class to the extent provided in the
applicable Term Loan Extension Amendment, or, if no scheduled amortization payments apply to such Existing Term Loan Class, scheduled amortization payments may apply to such Extended Term Loans after the Maturity Date of such Existing Term Loan
Class; 
 (ii) the interest rates and call protection with respect to the Extended Term Loans may be different than the
interest rates and call protection for the Term Loans of such Existing Term Loan Class and fees, premiums, and AHYDO payments may be paid to the Extending Term Lenders to the extent provided in the applicable Term Loan Extension Amendment; and

 (iii) the Term Loan Extension Amendment may provide for except as to interest rates, fees, premiums, amortization,
prepayments, AHYDO payments and, subject to clause (i) above, scheduled amortization (which shall, subject to the terms of this Section 2.06, be determined by the Borrower and set forth in the relevant offer of Extended Term Loans),
Extended Term Loans with covenants and events of default which, if not consistent with the terms of the existing Term Loans, shall not be materially more restrictive to the Loan Parties (as determined in good faith by the Borrower), when taken as a
whole, than the terms of the existing Term Loans unless (x) the Lenders of the existing Term Loans receive the benefit of such more restrictive terms or (y) any such provisions apply after the latest Maturity Date applicable to the
Existing Term Loan Class at the time such Extended Term Loans are made or converted from an Existing Term Loan Class. 
 (b) Any
Extended Term Loans converted pursuant to any Extension Request shall be designated a series (an “Extension Series”) of Extended Term Loans for all purposes of this Agreement; provided that, subject to the limitations set
forth in clause (a) above, any Extended Term Loans converted from an Existing Term Loan Class may, to the extent provided in the applicable Term Loan Extension Amendment, be designated as an increase in any previously established
Class of Term Loans. 
 (c) The Borrower shall provide the applicable Extension Request at least five (5) Business Days (or such
shorter period as may be agreed by the Administrative Agent) prior to the date on which Lenders under the applicable Existing Term Loan Class are requested to respond. No Lender shall have any obligation to agree to have any of its Term Loans
of any Existing Term Loan Class converted into Extended Term Loans pursuant to any Extension Request. Any Lender wishing to have all or a portion of its Term Loans under the Existing Term Loan Class subject to such Extension Request (such
Lender an “Extending Term Lender”) converted into Extended Term Loans shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its
Term Loans under the Existing Term Loan Class which it has elected to 

  
 -56- 













 
request be converted into Extended Term Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent and acceptable to the Borrower). In the event that
the aggregate amount of Term Loans under the Existing Term Loan Class subject to Extension Elections exceeds the amount of Extended Term Loans requested pursuant to an Extension Request, Term Loans of the Existing Term Loan Class subject
to Extension Elections shall be converted to Extended Term Loans on a pro rata basis based on the amount of Term Loans included in each such Extension Election. 

(d) Extended Term Loans shall be established pursuant to an amendment (a “Term Loan Extension Amendment”) to this Agreement
among the Borrower, and each Extending Term Lender providing an Extended Term Loan thereunder which shall be consistent with the provisions set forth in clause (a) above (but which shall not require the consent of any other Lender other than
those consents provided pursuant to this Agreement). Each Term Loan Extension Amendment shall be binding on the Lenders, the Loan Parties and the other parties hereto. In connection with any Term Loan Extension Amendment, the Loan Parties and the
Collateral Agent shall enter into such amendments to the Security Documents as may be reasonably requested by the Collateral Agent (which shall not require any consent from any Lender other than those consents provided pursuant to this Agreement) in
order to ensure that the Extended Term Loans are provided with the benefit of the applicable Security Documents and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be reasonably requested by
the Collateral Agent. 
 SECTION 2.07 Notes. 

(a) Promptly following the request of any Lender, the Term Loans made by such Lender shall be evidenced by a Note duly executed on behalf
of the Borrower. 
 (b) Each Lender is hereby authorized by the Borrower to endorse on a schedule attached to each Note delivered to such
Lender (or on a continuation of such schedule attached to such Note and made a part thereof), or otherwise to record in such Lender’s internal records, an appropriate notation evidencing the date and amount of each Term Loan from such Lender,
each payment and prepayment of principal of any such Term Loan, each payment of interest on any such Term Loan and the other information provided for on such schedule; provided, however, that the failure of any Lender to make such a
notation or any error therein shall not affect the obligation of the Borrower to repay the Term Loans made by such Lender in accordance with the terms of this Agreement and the applicable Notes. 

(c) Upon receipt of an affidavit and indemnity of a Lender as to the loss, theft, destruction or mutilation of such Lender’s Note and
upon cancellation of such Note, the Borrower will promptly issue, in lieu thereof, a replacement Note in favor of such Lender, in the same principal amount thereof and otherwise of like tenor at such Lender’s expense. 

SECTION 2.08 Interest on Term Loans. 

(a) Subject to Section 2.12, each Prime Rate Loan of any Class shall bear interest (computed on the basis of the actual number of
days elapsed over a year of 365 or 366 days, as applicable) at a rate per annum that shall be equal to the then Prime Rate plus the Applicable Margin for Prime Rate Loans of such Class. 

(b) Subject to Section 2.09 through Section 2.12, each LIBO Loan of any Class shall bear interest (computed on the basis of the
actual number of days elapsed over a year of 360 days) at a rate per annum equal, during each Interest Period applicable thereto, to the Adjusted LIBO Rate for such Class for such Interest Period, plus the Applicable Margin for LIBO Loans of
such Class. 
 (c) Accrued interest on all Term Loans shall be payable in arrears on each Interest Payment Date applicable thereto, at
maturity (whether by acceleration or otherwise) and after such maturity on written demand. 

  
 -57- 













 SECTION 2.09 Conversion and Continuation of Term Loans. 

(a) The Borrower shall have the right at any time, on three (3) Business Days’ prior notice to the Administrative Agent (which
notice shall be in the form of Exhibit B-2 hereto and to be effective, must be received by the Administrative Agent not later than 11:00 a.m. on the third Business Day preceding the date of any
conversion), (i) to convert any outstanding Borrowings of Prime Rate Loans to Borrowings of LIBO Loans, or (ii) to continue an outstanding Borrowing of LIBO Loans for an additional Interest Period, or (iii) to convert any outstanding
Borrowings of LIBO Loans to a Borrowing of Prime Rate Loans, subject in each case to the following: 
 (i) no Borrowing of
Term Loans may be converted into, or continued as, LIBO Loans at any time when any Event of Default has occurred and is continuing and Required Lenders have provided notice that such conversions and continuations are not permitted (nothing contained
herein being deemed to obligate the Borrower to incur Breakage Costs upon the occurrence and during the continuance of an Event of Default unless the Obligations are accelerated); 

(ii) if less than a full Borrowing of Term Loans is converted, such conversion shall be made pro rata among the Lenders based
upon the respective principal amounts of the Term Loans comprising such Borrowing held by such Lenders immediately prior to such conversion; 

(iii) the aggregate principal amount of Prime Rate Loans being converted into or continued as LIBO Loans shall be in an
integral of $1,000,000 and at least $5,000,000; 
 (iv) each Lender shall effect each conversion by applying the proceeds of
its new LIBO Loan or Prime Rate Loan, as the case may be, to its Term Loan being so converted; 
 (v) the Interest Period
with respect to a Borrowing of LIBO Loans effected by a conversion or in respect to the Borrowing of LIBO Loans being continued as LIBO Loans shall commence on the date of conversion or the expiration of the current Interest Period applicable to
such continuing Borrowing, as the case may be; 
 (vi) a Borrowing of LIBO Loans may be converted only on the last day of an
Interest Period applicable thereto, unless the applicable Borrower pays all Breakage Costs incurred in connection with such conversion (it being understood that no Amendment No. 69 Consenting Lender shall be entitled to receive any amount under
this Section 2.09(a)(vi) in connection with the Converted Term B-45 Loans); and 
 (vii) each request for a conversion
or continuation of a Borrowing of LIBO Loans which fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one (1) month. 

(b) If the Borrower does not give notice to convert any Borrowing of LIBO Loans, or does not give notice to continue, or does not have the
right to continue, any Borrowing as LIBO Loans, in each case as provided in Section 2.09(a) above, such Borrowing shall automatically be converted to, or continued as, as applicable, a Borrowing of Prime Rate Loans, at the expiration of the
then-current Interest Period. The Administrative Agent shall, after it receives notice from the Borrower, promptly give each Lender notice of any conversion, in whole or part, of any Term Loan made by such Lender. 

SECTION 2.10 Alternate Rate of Interest for Term Loans. 

(a) If prior to the commencement of any Interest Period for
a LIBO Borrowing: 
 (a) Subject to clauses (b), (c), (d), (e), (f), (g) and (h) of this Section 2.10, if prior to the commencement of
any Interest Period for a LIBO Borrowing: 
 (i) the
Administrative Agent reasonably determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable (including, without
limitation, because the LIBO 

  
 -58- 













 
Screen Rate is not available or published on a current basis) for such Interest Period; provided that no Benchmark Transition Event shall have occurred at such time, or 

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

then the Administrative Agent shall give written notice thereof to the Borrower and the Lenders as promptly as practicable thereafter and, until the
Administrative Agent notifies the Borrower and the applicable Lenders that the circumstances giving rise to such notice no longer exist (which notice the Administrative Agent shall deliver promptly upon obtaining knowledge of the same), (i) any
Borrowing Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a LIBO Borrowing shall be ineffective and (ii) if any Borrowing Request requests a LIBO Borrowing, such Borrowing shall be made as a
Borrowing of Prime Rate Loans unless withdrawn by the Borrower. 
 (b) Notwithstanding anything to the contrary herein or in any other Loan
Document, upon the occurrence
ofbut subject to clauses (c) and (h) below,
if a Benchmark Transition Event, an Early Opt-in Election or an
Other Rate Early
Opt-in Election, as applicable, the Administrative Agent and the Borrower may amend this Agreement to replace the LIBO
Rate with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00
p.m.and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of
any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) or (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark
Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this
Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will
replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after
the Administrative Agent has posted such proposed amendment to all Lenders and the Borrower,date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent
of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such proposed amendmentBenchmark
Replacement from Lenders comprising the Required Lenders of each Class; provided that, with respect to any
proposed amendment containing any SOFR-Based Rate, the Lenders shall be entitled to object only to the Benchmark Replacement Adjustment contained therein. Any such amendment with respect to an Early Opt-in
Election will become effective on the date that Lenders comprising the Required Lenders of each Class have delivered to the Administrative Agent written notice that such Required Lenders accept such amendment. No replacement of LIBO Rate with a
Benchmark Replacement will occur prior to the applicable Benchmark Transition Start Date.. 

(c)
Notwithstanding anything to the contrary herein or in any other Loan Document, but subject to the proviso below and clause (h), and, in the case of an Other Rate Early Opt-in Election, clause (b)(y) above, if
a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current
Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan
Document; provided that, this clause (c) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Loan Parties a Term SOFR Notice. For the avoidance of doubt, the Administrative Agent shall not be required to
deliver a Term SOFR Notice after a Term SOFR Transition Event and may do so in its discretion after consultation with the Borrower. 

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

  
 -59- 














(e)
 (d) The Administrative Agent will promptly notify the
BorrowerLoan
Parties and the Lenders of (i) any occurrence of a Benchmark Transition Event or an, a Term SOFR Transition Event, an Early Opt-in Election or an Other Rate Early Opt-in Election, as applicable, and its related Benchmark
replacementTransition
 Date and Benchmark Transition Start Date (, (ii) the implementation of any Benchmark Replacement, (iii) the
effectiveness of any Benchmark Replacement Conforming Changes
and, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (f) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.10, including any determination with
respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and
may be made in its or their sole discretion and without consent from any other party heretoto this Agreement or any other Loan Document, except, in each case, as
expressly required pursuant to this Section 2.10 or in the defined terms used in this
Section 2.10. 
 (f) Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with
the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR or LIBO Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that
publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information
announcing that any tenor for such Benchmark is or will be no longer representative, then the Administrative Agent may modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove such unavailable
or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a
Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of
“Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor. 

(g) Upon the
Loan Parties’ receipt of notice of the commencement of a Benchmark Unavailability Period, the Loan Parties may revoke any request for a LIBO Borrowing of, conversion to or continuation of LIBO Loans to be made, converted or continued during any
Benchmark Unavailability Period and, failing that, the Loan Parties will be deemed to have converted any such request into a request for a Borrowing of or conversion to Prime Rate Loans. During any Benchmark Unavailability Period or at any time that
a tenor for the then-current Benchmark is not an Available Tenor, the component of Prime Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of Prime Rate. 

(h)
Notwithstanding anything to the contrary in this Agreement or in any other Loan Document, solely with respect to clause (3) of the definition of Benchmark Replacement, the parties hereto shall use their commercially reasonable efforts to cause
any Benchmark Replacement to constitute a “qualified rate” within the meaning of Proposed United States Treasury Regulations Section 1.1001-6(b). 
 SECTION 2.11 Change in Legality. 

(a) Notwithstanding anything to the contrary contained elsewhere in this Agreement, if any Change in Law occurring after the Amendment
No. 
79 Effective Date shall make it unlawful for a Lender to make or maintain a LIBO Loan or to give effect to its obligations as contemplated hereby with respect to a LIBO Loan, then, by written notice to the Borrower,
such Lender may (x) declare that LIBO Loans will not thereafter be made by such Lender hereunder, whereupon any request by the Borrower for a LIBO Borrowing shall, as to such Lender only, be deemed a request for a Prime Rate Loan unless such
declaration shall be subsequently withdrawn; and (y) require that all outstanding LIBO Loans made by such Lender be converted to Prime Rate Loans, in which event all such LIBO Loans shall be automatically converted to Prime Rate Loans as of the
effective date of such notice as provided in Section 2.09(b). In the event any Lender shall exercise its rights hereunder, all payments and prepayments of principal which would otherwise have been applied to repay the LIBO Loans that would have
been made by such Lender or the converted LIBO Loans of such Lender, shall instead be applied to repay the Prime Rate Loans made by such Lender in lieu of, or resulting from the conversion of, such LIBO Loans. 

  
 -60- 













 (b) For purposes of this Section 2.11, a notice to the Borrower pursuant to
Section 2.11(a) above shall be effective, if lawful, and if any LIBO Loans shall then be outstanding, on the last day of the then-current Interest Period; and otherwise such notice shall be effective on the date of receipt by the Borrower. 

SECTION 2.12 Default Interest. After the occurrence of any Event of Default pursuant to Section 7.01(a) or Section 7.01(b)
and at all times thereafter while such Event of Default is continuing, interest shall accrue on all overdue amounts owing by the Borrower (after as well as before judgment, as and to the extent permitted by law) at a rate per annum (computed on the
basis of the actual number of days elapsed over a year of 365 or 366 days as applicable) (the “Default Rate”) equal to the rate (including the Applicable Margin) in effect from time to time plus two percent (2.00%) per annum
and such interest shall be payable on written demand. 
 SECTION 2.13 [Reserved]. 

SECTION 2.14 Increased Costs. 

(a) If any Change in Law shall: 

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

(ii) subject any Credit Party or any Loan Party to any Tax of any kind whatsoever with respect to Loans under this Agreement
(except for Indemnified Taxes or Other Taxes covered by Section 2.23 (for the avoidance of doubt, no duplication of the Borrower’s obligation under Section 2.23 with respect to Indemnified Taxes or Other Taxes is intended under this
clause (ii)) and any Excluded Taxes); or 
 (iii) impose on any Lender or the London interbank market any other condition
affecting Loans made by such Lender; 
 and the result of any of the foregoing shall be to increase the cost in any material amount in excess of those
incurred by similarly situated lenders to such Lender of making or maintaining any Loan or to increase the cost in any material amount in excess of those incurred by similarly situated lenders to such Lender or to reduce the amount in any material
respect of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise), then the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs
incurred or reduction suffered. 
 (b) If any Lender determines that any Change in Law regarding capital requirements has or would have the
effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement or the Term Loans made by, such Lender, to a level below that which such Lender
or such Lender’s holding company would have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy), then from time to
time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered. 

(c) A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company as specified in
paragraph (a) or (b) of this Section 2.14 and setting forth in reasonable detail the manner in which such amount or amounts were determined shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower
shall pay such Lender the amount shown as due on any such certificate within fifteen (15) Business Days after receipt thereof. 
 (d)
Failure or delay on the part of any Lender to demand compensation pursuant to this Section 2.14 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall


  
 -61- 













 
not be required to compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than 90 days prior to the date that such Lender notifies the Borrower of the
Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor, and provided further that, if the Change in Law giving rise to such increased costs or reductions is
retroactive, then the 90 day period referred to above shall be extended to include the period of retroactive effect thereof. 
 SECTION 2.15
[Reserved]. 
 SECTION 2.16 Optional Prepayment of Term Loans; Reimbursement of Lenders. 

(a) The Borrower shall have the right at any time and from time to time to prepay without premium (except as provided in Section 2.19(d))
or penalty (but subject to payment of Breakage Costs as provided herein) outstanding Term Loans of any Class in whole or in part, (x) with respect to LIBO Loans, upon at least two (2) Business Days’ prior written, telex or
facsimile notice to the Administrative Agent, prior to 12:00 noon, and (y) with respect to Prime Rate Loans, on the same Business Day if written, telex or facsimile notice is received by the Administrative Agent prior to 12:00 noon, subject in
each case to the following limitations: 
 (i) all prepayments shall be applied to reduce scheduled remaining installments on
the applicable Term Loans as directed by the Borrower; 
 (ii) subject to the foregoing, outstanding Prime Rate Loans of any
Class shall be prepaid before outstanding LIBO Loans of such Class are prepaid (except as otherwise directed by the Borrower). Each partial prepayment of LIBO Loans shall be in an integral multiple of $1,000,000 (but in no event less than
$5,000,000). No prepayment of LIBO Loans of any Class shall be permitted pursuant to this Section 2.16 other than on the last day of an Interest Period applicable thereto, unless the Borrower reimburses the Lenders for all Breakage Costs
associated therewith within ten (10) Business Days of receiving a written demand for such reimbursement which sets forth the calculation of such Breakage Costs in reasonable detail. No partial prepayment of a Borrowing of LIBO Loans shall
result in the aggregate principal amount of the LIBO Loans remaining outstanding pursuant to such Borrowing being less than $5,000,000 (unless all such outstanding LIBO Loans are being prepaid in full); and 

(iii) each notice of prepayment shall specify the prepayment date, the principal amount, Type and Class of Term Loans to
be prepaid and, in the case of LIBO Loans, the Borrowing or Borrowings pursuant to which such Term Loans were made. Each notice of prepayment shall be revocable, provided that, within ten (10) Business Days of receiving a written demand
for such reimbursement which sets forth the calculation of such Breakage Costs in reasonable detail, the Borrower shall reimburse the Lenders for all Breakage Costs associated with the revocation of any notice of prepayment. The Administrative Agent
shall, promptly after receiving notice from the Borrower hereunder, notify each applicable Lender of the principal amount, Type and Class of Term Loans held by such Lender which are to be prepaid, the prepayment date and the manner of
application of the prepayment. 
 (b) The Borrower shall reimburse each Lender as set forth below for any loss (other than loss of
anticipated profits) incurred or to be incurred by the Lenders in the reemployment of the funds resulting from any prepayment (for any reason whatsoever, including, without limitation, conversion to Prime Rate Loans or acceleration by virtue of, and
after, the occurrence and during the continuance of an Event of Default) of any LIBO Loan required or permitted under this Agreement, if such LIBO Loan is prepaid other than on the last day of the Interest Period for such LIBO Loan (it being
understood that no Amendment No.
69 Consenting Lender shall be entitled to receive any amount under this Section 2.16(b) in connection with the Converted Term
B-45
 Loans). Such loss shall be the amount (herein, collectively, “Breakage Costs”) as reasonably determined by such Lender as the excess, if any, of (A) the amount of interest which would
have accrued to such Lender on the amount so paid, not prepaid or not borrowed at a rate of interest equal to the Adjusted LIBO Rate for such LIBO Loan (but specifically excluding any Applicable Margin), for the period from the date of such payment
or failure to borrow or failure to prepay to the last day (x) in the case of a payment or refinancing of a LIBO Loan with Prime Rate Loans other than on the last day of the Interest Period for such LIBO Loan or the failure to prepay a LIBO
Loan, of the then current Interest Period for such LIBO Loan or (y) in the case of such failure to borrow, of the Interest Period for such LIBO Loan which would have commenced on the date of such failure to borrow, over (B) the amount of
interest which 

  
 -62- 













 
would have accrued to such Lender on such amount by placing such amount on deposit for a comparable period with leading banks in the London interbank market. Any Lender demanding reimbursement
for such loss shall deliver to the Borrower from time to time one or more certificates setting forth the amount of such loss as determined by such Lender and setting forth in reasonable detail the manner in which such amount was determined and such
amounts shall be due within ten (10) Business Days after the receipt of such notice. 
 (c) Whenever any partial prepayment of Term
Loans are to be applied to LIBO Loans of any Class, such LIBO Loans shall be prepaid in the chronological order of their Interest Payment Dates or as the Borrower may otherwise designate in writing. 

(d) (i) Notwithstanding anything to the contrary in this Section 2.16 (which provisions shall not be applicable to this
Section 2.16(d)), the Borrower shall have the right at any time and from time to time to prepay Term Loans of any Class from Lenders electing to participate in such prepayments at a discount to the par value of such Term Loans and on a non-pro rata basis (each, a “Discounted Voluntary Prepayment”) pursuant to the applicable procedures described in this Section 2.16(d); provided that (A) no Discounted Voluntary
Prepayment shall be made unless (A) immediately after giving effect to such Discounted Voluntary Prepayment, no Event of Default has occurred and is continuing and (B) any Discounted Voluntary Prepayment shall be offered to all Lenders
with Term Loans of such Class on a pro rata basis. Each Lender making such assignment pursuant to this Section 2.16(d) acknowledges and agrees that in connection with such assignment, (1) the Loan Parties then may have and later may
come into possession of MNPI, (2) such Lender has independently, and without reliance on any Loan Party, the Administrative Agent or any of their respective Affiliates, made its own analysis and determination to enter into such assignment,
notwithstanding such Lender’s lack of knowledge of the MNPI and (3) none of the Loan Parties, the Administrative Agent or any of their respective Affiliates shall have any liability to such Lender, and such Lender hereby waives and
releases, to the extent permitted by Applicable Law, any claims such Lender may have against any Loan Party, the Administrative Agent and their respective Affiliates, under Applicable Law or otherwise, with respect to the nondisclosure of the MNPI.
Each Lender entering into such an assignment further acknowledges that the MNPI may not be available to the Administrative Agent or the other Lenders. 

(ii) To the extent the Borrower seeks to make a Discounted Voluntary Prepayment, the Borrower will provide written notice to the Auction
Manager (and if not the Auction Manager, the Administrative Agent) substantially in the form of Exhibit H hereto (each, a “Discounted Prepayment Option Notice”) that the Borrower desires to prepay Term Loans in an aggregate
principal amount specified therein by the Borrower (each, a “Proposed Discounted Prepayment Amount”), in each case at a discount to the par value of such Term Loans as specified below. The Proposed Discounted Prepayment Amount of
Term Loans shall not be less than $10,000,000. The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment: (A) the Proposed Discounted Prepayment Amount for Term Loans and the
Class of Term Loans to which such offer relates, (B) a discount range (which may be a single percentage) selected by the Borrower with respect to such proposed Discounted Voluntary Prepayment equal to a percentage of par of the principal
amount of such Term Loans (the “Discount Range”) and (C) the date by which Lenders are required to indicate their election to participate in such proposed Discounted Voluntary Prepayment which shall be at least five Business
Days following the date of the Discounted Prepayment Option Notice (the “Acceptance Date”). 
 (iii) Upon receipt of a
Discounted Prepayment Option Notice in accordance with Section 2.16(d)(ii), the Auction Manager (and if not the Auction Manager, the Administrative Agent) shall promptly notify each applicable Lender thereof. On or prior to the Acceptance Date,
each Lender with Term Loans of the applicable Class may specify by written notice substantially in the form of Exhibit I hereto (each, a “Lender Participation Notice”) to the Administrative Agent (A) a maximum
discount to par (the “Acceptable Discount”) within the Discount Range (for example, a Lender specifying a discount to par of 20% would accept a prepayment price of 80% of the par value of the Term Loans to be prepaid) and (B) a
maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of Term Loans of the applicable Class held by such Lender with respect to which such Lender is willing to permit a Discounted Voluntary Prepayment
at the Acceptable Discount (“Offered Loans”). Based on the Acceptable Discounts and principal amounts of Term Loans of the applicable Class specified by the Lenders in Lender Participation Notices, the Auction Manager, with the
consent of the Borrower, shall calculate the applicable discount for Term Loans (the “Applicable Discount”), which Applicable Discount shall be (A) the percentage specified by the Borrower if the Borrower has selected a single
percentage pursuant to Section 2.16(d)(ii) for the Discounted Voluntary Prepayment or (B) otherwise, the highest Acceptable 

  
 -63- 













 
Discount at which the Borrower can pay the Proposed Discounted Prepayment Amount in full (determined by adding the principal amounts of Offered Loans commencing with the Offered Loans with the
highest Acceptable Discount); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Discount, the Applicable Discount shall be the lowest Acceptable Discount
specified by the Lenders that is within the Discount Range. The Applicable Discount shall be applicable for all Lenders who have offered to participate in the Discounted Voluntary Prepayment and have Qualifying Loans (as defined below). Any Lender
with outstanding Term Loans under the applicable Class whose Lender Participation Notice is not received by the Auction Manager by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its
Term Loans at any discount to their par value within the Applicable Discount. 
 (iv) The Borrower shall make a Discounted Voluntary
Prepayment by prepaying those Term Loans (or the respective portions thereof) offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Discount that is equal to or greater than the Applicable Discount
(“Qualifying Loans”) at the Applicable Discount; provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds
required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective
principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Auction Manager). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the
amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay all Qualifying Loans. 

(v) Unless such notice is rescinded, each Discounted Voluntary Prepayment shall be made within five Business Days of the Acceptance Date,
without premium or penalty (and without Breakage Costs), upon notice substantially in the form of Exhibit J hereto (each a “Discounted Voluntary Prepayment Notice”), delivered to the Auction Manager no later than 1:00 P.M.
New York City time, two Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Auction Manager.
Upon receipt of any Discounted Voluntary Prepayment Notice the Auction Manager shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given, the amount specified in such notice shall be due and payable
to the applicable Lenders, subject to the Applicable Discount on the applicable Term Loans, on the date specified therein together with accrued interest (on the par principal amount) to, but not including, such date on the amount prepaid unless such
notice is rescinded. 
 (vi) To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated
pursuant to reasonable procedures (including as to timing, rounding, minimum amounts, Type and Interest Periods and calculation of Applicable Discount in accordance with Section 2.16(d)(iii) above) reasonably established by the Auction Manager
and the Borrower. 
 (vii) Prior to the delivery of a Discounted Voluntary Prepayment Notice, upon written notice to the Administrative
Agent, the Borrower may withdraw its offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice. 

(viii) To the extent the Term Loans of any Class are prepaid pursuant to this Section 2.16(d), scheduled amortization amounts for
the Term Loans of such Class under Section 2.04 shall be reduced on in direct order maturity by the principal amount of the Term Loans so prepaid. 

(ix) The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Section 2.16(d) and hereby waive
the requirements of any provision of this Agreement (including, without limitation, any pro rata payment requirements) (it being understood and acknowledged that purchases of the Term Loans contemplated by this Section 2.16(d) shall not
constitute Investments by such Person) or any other Loan Document that may otherwise prohibit any transaction contemplated by this Section 2.16(d). The Administrative Agent may rely conclusively on any information provided by the Auction
Manager and shall have no liability therefore. 

  
 -64- 













 SECTION 2.17 Mandatory Prepayment. The outstanding Obligations shall be subject to
prepayment as follows: 
 (a) If on any date any Loan Party shall have received Net Proceeds from any sale, transfer or other
disposition (including pursuant to a sale and leaseback transaction) of any Collateral permitted pursuant to clause (q) of the definition of “Permitted Dispositions,” to the extent that such Net Proceeds are not required to be applied
to the payment of obligations of the Borrower or other borrowers under the ABL Facility, an amount equal to 100% of such Net Proceeds shall be applied within five Business Days after such date toward the prepayment of Term Loans as set forth in
Section 2.17(f) unless (a) no Specified Default has occurred and is continuing, (i) the proceeds therefrom are utilized for purposes of replacing, restoring or repairing the assets in respect of which such proceeds were received or
reinvesting in assets used or useful in any of the Loan Parties’ or Restricted Subsidiaries business within twelve (12) months of the receipt of such proceeds (or within eighteen (18) months of receipt of such proceeds if a letter of
intent or other binding commitment to reinvest such proceeds is entered into within twelve (12) months of receipt of such proceeds) and (b) no such prepayment shall be required in respect of any Net Proceeds unless and until such amount
exceeds $10,000,000 in any Fiscal Year (and all amounts under such amount may be retained by the Borrower). 
 (b) If on any
date any Loan Party shall have received Net Proceeds from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation, expropriation or similar proceeding of, any Collateral of a Loan Party, to the extent
that such Net Proceeds are not required to be applied to the payment of obligations of the Borrower or other borrowers under the ABL Facility, an amount equal to 100% of such Net Proceeds shall be applied within five Business Days after such date
toward the prepayment of Term Loans as set forth in Section 2.17(f) unless (i) the proceeds therefrom are required to be paid to the holder of a Lien on such property or asset having priority over the Lien of the Collateral Agent, or
(ii) the proceeds therefrom are utilized for purposes of replacing, restoring or repairing the assets in respect of which such proceeds, awards or payments were received or reinvesting in assets used or useful in any of the Loan Parties’
or their Restricted Subsidiaries’ business within twelve (12) months of the receipt of such proceeds (or within eighteen (18) months of receipt of such proceeds if a letter of intent or other binding commitment to reinvest such
proceeds is entered into within twelve (12) months of receipt of such proceeds); provided that no such prepayment shall be required in respect of any Net Proceeds unless and until such amount exceeds $10,000,000 in any Fiscal Year (and
all amounts under such amount may be retained by the Borrower). 
 (c) If on any date any Loan Party shall have received Net
Proceeds (i) from any Refinancing Term Loans or Indebtedness pursuant to clause (v)(i) of the definition of “Permitted Indebtedness” or (ii) from the incurrence of any Indebtedness of the Borrower or any of its Subsidiaries
(other than Permitted Indebtedness), an amount equal to 100% of such Net Proceeds shall be applied within five Business Days after such date toward the prepayment of Term Loans as set forth in Section 2.17(f). 

(d) If, for any Fiscal Year of the Borrower commencing with the Fiscal Year ending January 28, 2012, there shall be Excess
Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date (as defined below), apply an amount, if positive, equal to the excess of (i) the ECF Percentage of such Excess Cash Flow minus (ii) the principal amount of
Term Loans optionally prepaid pursuant to Section 2.16 during such Fiscal Year toward the prepayment of the Term Loans as set forth in Section 2.17(f) and the amount expended by the Borrower pursuant to Sections 2.16(d) and 9.04(g) during
such Fiscal Year. Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five Business Days after the date on which the compliance certificate of the Borrower has been delivered pursuant
to Section 5.01(d). 
 (e) [Reserved]. 

(f) Any prepayment of any Term Loans pursuant to Sections 2.17(a) through (d) above shall be applied to repay Term Loans
of each then outstanding Class, provided, that (i) any prepayment of any Term Loans pursuant to Section 2.17(c) shall be applied to repay Term Loans of only those Class(es) selected by the Borrower. Any prepayment of any
Class of Term Loans in accordance with the foregoing 

  
 -65- 













 
shall be applied as directed by the Borrower, (ii) to the extent any Qualifying Secured Debt that is secured on a pari passu basis with the Obligations requires a prepayment from Excess Cash
Flow, the amount of the prepayment of the Term Loans required above shall be reduced in proportion of the ratio of the aggregate principal amount of the Term Loans then outstanding to the aggregate amount of the Term Loans and such Qualifying
Secured Debt then outstanding and (iii) any Lender may elect to decline its share of any prepayment pursuant to clause (a), (b) or (d) above by giving notice to the Administrative Agent within one Business Day following the date the
Borrower gives notice of such prepayment (any amount declined by a Lender pursuant to this subclause (iii) a “Declined Amount”). Subject to the foregoing, outstanding Prime Rate Loans of any Class shall be prepaid before
outstanding LIBO Loans of such Class are prepaid. No prepayment of LIBO Loans of any Class shall be permitted pursuant to this Section 2.17 until the last day of an Interest Period applicable thereto, unless the Borrower reimburses
the Lenders for all Breakage Costs associated therewith within fifteen (15) Business Days of receiving a written demand for such reimbursement which sets forth the calculation of such Breakage Costs in reasonable detail. In order to avoid such
Breakage Costs, as long as no Specified Default has occurred and is continuing, at the request of the Borrower, the Administrative Agent shall hold all amounts required to be applied to LIBO Loans of a particular Class in a Cash Collateral
Account and will apply such funds to the applicable LIBO Loans of such Class at the end of the then pending Interest Period therefor (provided that the foregoing shall in no way limit or restrict the Agents’ rights upon the
occurrence and during the continuance of any other Event of Default). 
 (g) The Borrower shall prepay all Non-Converted Term
B-45 Loans on the Amendment
No. 
69 Effective Date. 
 (h) Notwithstanding any other provisions of this
Section 2.17, (A) to the extent that any or all of the Excess Cash Flow of a Foreign Subsidiary is prohibited or delayed by any requirement of law from being repatriated to the Loan Parties, an amount equal to the portion of Excess Cash Flow so
affected will not be required to be applied to repay Term Loans at the times provided in clause (d) above, as the case may be, but only so long, as the applicable requirement of law will not permit repatriation to the Loan Parties (the Loan
Parties hereby agreeing to cause the applicable Foreign Subsidiary to promptly take all actions reasonably required by the applicable requirement of law to permit repatriation), and once a repatriation of any of such affected Excess Cash Flow is
permitted under the applicable requirement of law, an amount equal to such Excess Cash Flow will be promptly (and in any event not later than ten Business Days after such repatriation is permitted) applied (net of any taxes that would be payable or
reserved against if such amounts were actually repatriated whether or not they are repatriated) to the repayment of the Term Loans, and (B) to the extent that the Borrower has determined in good faith that repatriation of any of or all the
Excess Cash Flow of a Foreign Subsidiary could have an adverse tax consequence with respect to such Excess Cash Flow, an amount equal to the Excess Cash Flow so affected may be retained by the applicable Foreign Subsidiary. For the avoidance of
doubt, nothing in this Agreement, including Section 2.17 shall be construed to require any Foreign Subsidiary to repatriate cash. 

SECTION 2.18 [Reserved]. 

SECTION 2.19 Fees. 
 (a)
The Borrower shall pay to the Agents, for their respective accounts, (i) the fees set forth in the Fee Letter as and when payment of such fees is due as therein set forth and (ii) such other fees in the amounts and at the times separately
agreed upon between the Borrower and the Agents. 
 (b) All fees shall be paid on the dates due, in immediately available funds, to the
Administrative Agent for the account of the Administrative Agent and other Credit Parties as provided herein. Once due, all fees shall be fully earned and shall not be refundable under any circumstances (except to the extent set forth in the Fee
Letter). 
 (c) The Borrower shall pay to each Lender on the Closing Date an upfront fee equal to 1.00% of the Term Loan made by such Lender
on the Closing Date (which fee may be netted by each Lender from the proceeds of its Term Loan made to the Borrower). 

  
 -66- 













 (d) In the event that, at any time after the Amendment No. 89 Effective Date and on or prior to the date which is six months after the Amendment No. 89 Effective Date and except for any event in connection with a Change in
Control or other transaction prohibited by this Agreement, the Borrower makes any voluntary prepayment of all of the Term B-56 Loans with the proceeds of any secured term loan Indebtedness under
any credit facility (other than pursuant to a Discounted Prepayment Offer or open market purchases), which term loan Indebtedness has a lower Yield than the Yield of the Term B-56 Loans and such term loan Indebtedness was incurred for the primary purpose of reducing the Yield of its term loan Indebtedness, then the Borrower agrees to pay to the Administrative Agent, for the account of each
Lender with a Term
B-56
 Loan, a fee in an amount equal to 1.00% of such Lender’s Term B-56 Loans prepaid with the proceeds of such term loan Indebtedness.

 SECTION 2.20 Maintenance of Loan Account; Statements of Account. The Administrative Agent shall maintain an account on its
books in the name of the Borrower (each, the “Loan Account”) which will reflect (i) all Term Loans of each Class made by the Lenders to the Borrower or for the Borrower’s account and (ii) any and all other
monetary Obligations that have become payable. The Loan Account will be credited with all amounts received by the Administrative Agent from the Borrower or from other Persons for the Borrower’s account, and the amounts so credited shall be
applied as set forth in and to the extent required by Section 2.17(f) or 7.03, as applicable. 
 SECTION 2.21 Payments. 

(a) The Borrower shall make each payment required to be made hereunder or under any other Loan Document (whether of principal, interest, fees,
amounts payable under Section 2.14, 2.16(b) or 2.23, or otherwise) prior to 2:00 p.m. on the date when due, in immediately available funds, without setoff or counterclaim. Any amounts received after such time on any date may, in the discretion
of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at its Funding Office, except that payments
pursuant to Sections 2.14, 2.16(b), 2.23, 9.03 or any other provision hence specifying a Person, shall be made directly to the Persons entitled thereto and payments pursuant to other Loan Documents shall be made to the Persons specified therein. The
Administrative Agent shall distribute any such payments to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document shall be due on a day that is not a Business Day, except with respect to LIBO Borrowings,
the date for payment shall be extended to the next succeeding Business Day, and, if any payment due with respect to LIBO Borrowings shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding
Business Day, unless that succeeding Business Day is in the next calendar month, in which event, the date of such payment shall be on the last Business Day of subject calendar month, and, in the case of any payment accruing interest, interest
thereon shall be payable for the period of such extension. 
 (b) Except as specifically provided herein all funds received by and available
to the Administrative Agent to pay principal, interest, fees and other amounts then due hereunder, shall be applied in accordance with the provisions of Sections 2.17(f) or 7.03 ratably among the parties entitled thereto in accordance with the
amounts of principal, interest, fees and other amounts then due to such respective parties. 
 (c) Unless the Administrative Agent shall
have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the
Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders
severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender with interest thereon for each day from and including the date such amount is distributed to it to but excluding the date of payment
to the Administrative Agent, at the Federal Funds Effective Rate. 
 SECTION 2.22 [Reserved]. 

SECTION 2.23 Taxes. 

  
 -67- 













 (a) Any and all payments by or on account of any obligation of the Loan Parties hereunder or
under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided, however, that if any applicable withholding agent shall be required to deduct or remit any such
Taxes from such payments, then (i) in the case of any Indemnified Taxes or Other Taxes, the sum payable shall be increased as necessary so that after all required deductions or remittances for such Taxes have been made by the applicable
withholding agent (including deductions applicable to additional sums payable under this Section 2.23) the applicable Credit Party receives an amount equal to the sum it would have received had no such deductions been made, (ii) the
applicable withholding agent shall make such deductions and (iii) the applicable withholding agent shall pay the full amount deducted to the relevant Governmental Authority in accordance with Applicable Law. 

(b) In addition, the Loan Parties shall pay any Other Taxes to the relevant Governmental Authority in accordance with Applicable Law. 

(c) The Borrower shall indemnify each Credit Party, within ten (10) days after written demand therefor, for the full amount of any
Indemnified Taxes paid or payable by such Credit Party on or with respect to any payment by or on account of any obligation of the Loan Parties hereunder or under any other Loan Document and any Other Taxes (including Indemnified Taxes or Other
Taxes imposed or asserted on or attributable to amounts payable under this Section 2.23) and any penalties, interest and reasonable expenses arising therefrom or with respect thereto (whether or not correctly or legally asserted) to the extent
not already paid by the Loan Parties pursuant to Section 2.23(a); provided that if the Borrower reasonably believes that such Taxes were not correctly or legally asserted, each Lender will use reasonable efforts to cooperate with the
Borrower to obtain a refund of such taxes so long as such efforts would not, in the sole determination of such Lender, result in any additional costs, expenses or risks or be otherwise disadvantageous to it; provided further, that the
Borrower shall not be required to compensate any Lender pursuant to this Section 2.23 for any penalties and interest incurred in any Fiscal Year for which such Lender is claiming compensation if such Lender does not furnish notice of such claim
within six (6) months from the end of such Fiscal Year; provided further, that if the circumstances giving rise to such claim have a retroactive effect, then the beginning of such six month period shall be extended to include such
period of retroactive effect. A certificate as to the amount of such payment or liability delivered to the Borrower by a Credit Party, or by the Administrative Agent on its own behalf or on behalf of any other Credit Party, setting forth in
reasonable detail the manner in which such amount was determined, shall be conclusive absent manifest error. 
 (d) As soon as practicable
after any payment of Indemnified Taxes or Other Taxes by a Loan Party to a Governmental Authority, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing
such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent. 

(e) Each Lender shall, at such times as are reasonably requested by the Borrower or the Administrative Agent, provide the Borrower and the
Administrative Agent with any documentation prescribed by law, or reasonably requested by the Borrower or the Administrative Agent, certifying as to any entitlement of such Lender to an exemption from, or reduction in, withholding Tax with respect
to any payments to be made to such Lender under the Loan Documents. Unless the applicable withholding agent has received forms or other documents satisfactory to it indicating that payments under any Loan Document to or for a Lender 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 Lender that is a U.S. Person within the meaning of Section 7701(a)(30) of the Code (a “Domestic
Lender”) shall deliver to the 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 Lender is exempt from U.S. federal backup withholding. 

  
 -68- 













 (ii) Each Foreign Lender shall deliver to the 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 the Borrower or the Administrative Agent) whichever of the following is
applicable: 
 (A) two duly completed and executed original copies of Internal Revenue Service Form W-8BEN or W-8BEN-E (or any successor forms) claiming eligibility for benefits of an income tax treaty to which the United States of
America is a party; 
 (B) two duly completed and executed original copies of Internal Revenue Service Form W-8ECI (or any successor forms); 
 (C) in the case of a Lender 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 L-1, or any other form approved by the Administrative Agent and
the Borrower, to the effect that such Lender is not (A) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the 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
Lender’s conduct of a U.S. trade or business and (y) two duly completed and executed original copies of Internal Revenue Service Form W-8BEN or W-8BEN-E (or any successor form); 
 (D) to the extent a Foreign Lender is not the
beneficial owner (for example, where the Foreign Lender is a partnership, or a is a Participant holding a participation granted by participating Lender), Internal Revenue Service Form W-8IMY (or any successor
forms) of the Lender, accompanied by a Form W-8ECI, W-8BEN, W-8BEN-E, certificate in
substantially the form of Exhibit L-2, L-3 or L-4 (as applicable), 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 Lender is a
partnership (and not a participating Lender) and one or more direct or indirect partners are claiming the portfolio interest exemption, a certificate in substantially the form of Exhibit L-2 shall be
provided by such Lender on behalf of such direct or indirect partners); or 
 (E) 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 the Borrower and the Administrative Agent to determine the withholding or deduction required to be made. 
 Each Lender shall, from
time to time after the initial delivery by such Lender of the forms described above, whenever a lapse in time or change in such Lender’s circumstances renders such forms, certificates or other evidence so delivered expired, obsolete or
inaccurate, promptly (1) deliver to the 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
Lender, together with any other certificate or statement of exemption required in order to confirm or establish such Lender’s status or that such Lender is entitled to an exemption from or reduction in U.S. federal withholding tax or
(2) notify Administrative Agent and the Borrower of its legal ineligibility to deliver any such forms, certificates or other evidence. 

Notwithstanding any other provision of this clause (e), a Lender shall not be required to deliver any documentation or information that such
Lender is not legally eligible to deliver. 
 (f) [Reserved]. 

(g) Should a Lender become subject to Taxes because of its failure to deliver any documentation required hereunder, the Loan Parties shall, at
such Lender’s expense, take such steps as such Lender shall reasonably request to assist such Lender to recover such Taxes. 

  
 -69- 













 (h) If any Loan Party shall be required pursuant to this Section 2.23 to pay any
additional amount to, or to indemnify, any Credit Party to the extent that such Credit Party becomes subject to Taxes subsequent to the Closing Date (or, if applicable, subsequent to the date such Person becomes a party to this Agreement) as a
result of any change in the circumstances of such Credit Party (other than a change in Applicable Law), including without limitation a change in the residence, place of incorporation, principal place of business of such Credit Party or a change in
the branch or lending office of such Credit Party, as the case may be, such Credit Party shall use reasonable efforts to avoid or minimize any amounts which might otherwise be payable pursuant to this Section 2.23(h); provided,
however, that such efforts shall not include the taking of any actions by such Credit Party that would result in any tax, costs or other expense to such Credit Party (other than a tax, cost or other expense for which such Credit Party shall
have been reimbursed or indemnified by the Loan Parties pursuant to this Agreement or otherwise) or any action which would or might in the reasonable opinion of such Credit Party have an adverse effect upon its business, operations or financial
condition or otherwise be disadvantageous to such Credit Party. 
 (i) If the Administrative Agent or a Lender determines, in its good faith
discretion, that it has received a refund in respect of any Indemnified Taxes or Other Taxes with respect to which the Borrower has paid additional amount pursuant to this Section 2.23, it shall pay over such refund within 30 days of its
receipt thereof to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower or other relevant Loan Party under this Section 2.23 with respect to the Taxes giving rise to such refund), net of
all out-of-pocket expenses (including Taxes) of such Lender or Administrative Agent and without interest (other than any interest paid by the relevant Governmental
Authority with respect to such refund); provided, that the Borrower, upon the request of such Lender or Administrative Agent, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the
relevant Governmental Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. This Section 2.23 shall not be construed to
require the Administrative Agent or any Lender to make available its tax returns (or any other information relating to its taxes which it deems confidential) to the Borrower or any other Person. 

(j) If a payment made to a Credit Party would be subject to United States federal withholding Tax imposed by FATCA if such Credit Party fails
to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Credit Party shall deliver to the Borrower and the Administrative Agent at the time or
times prescribed by FATCA and at such time or times reasonably requested by the Loan Parties or the Administrative Agent any documentation reasonably requested by the Loan Parties or the Administrative Agent sufficient for the Administrative Agent
and the Loan Parties to comply with their obligations under FATCA, to determine whether such Credit Party has complied with such applicable reporting requirements and to determine the amount, if any, required to be withheld. 

SECTION 2.24 Mitigation Obligations; Replacement of Lenders. 

(a) If any Lender requests compensation under Section 2.14 or cannot make LIBO Loans under Section 2.11, or if the Borrower is
required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.23, then such Lender shall use reasonable efforts to designate a different lending office for funding or
booking its Term Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce
amounts payable pursuant to Section 2.14 or Section 2.23, as the case may be, in the future and (ii) would not subject such Lender to any material unreimbursed cost or expense. The Borrower hereby agrees to pay all reasonable out-of-pocket costs and expenses incurred by any Lender in connection with any such designation or assignment; provided, however, that the Borrower shall not be
liable for such costs and expenses of a Lender requesting compensation if (i) such Lender becomes a party to this Agreement on a date after the Closing Date and (ii) the relevant Change in Law occurs on a date prior to the date such Lender
becomes a party hereto. 
 (b) If any Lender becomes the subject of a Bail-In Action, requests
compensation under Section 2.14 or cannot make Term Loans under Section 2.11, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to
Section 2.23 or any Lender rejects an Extension request, then the Borrower may, at their sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in
accordance with and subject 

  
 -70- 













 
to the restrictions contained in Section 9.04), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be
another Lender, if a Lender accepts such assignment) or (ii) prepay any such Lender on a non pro rata basis; provided, however, that (i) in the case of an assignment, the Borrower shall have received the prior written consent
of the Administrative Agent to the extent required by Section 9.04, which consent shall not be unreasonably withheld, delayed or conditioned, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of
its Term Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts or
in the case of a non pro rata prepayment) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.14 or payments required to be made pursuant to Section 2.23, such assignment will result in
a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation or otherwise accept such payment if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances
entitling the Borrower to require such assignment and delegation cease to apply. 
 SECTION 2.25 Permitted Debt Exchanges. 

(a) Notwithstanding anything to the contrary contained in this Agreement, pursuant to one or more offers (each, a “Permitted Debt
Exchange Offer”) made from time to time by the Borrower, the Borrower may from time to time following the Closing Date consummate one or more exchanges of Term Loans for Qualifying Secured Debt or Qualifying Other Debt in the form of notes
(such notes, “Permitted Debt Exchange Notes,” and each such exchange a “Permitted Debt Exchange”), so long as the following conditions are satisfied: (i) no Event of Default shall have occurred and be
continuing at the time the final offering document in respect of a Permitted Debt Exchange Offer is delivered to the relevant Lenders, (ii) the aggregate principal amount (calculated on the face amount thereof) of Term Loans exchanged shall
equal no more than the aggregate principal amount (calculated on the face amount thereof) of Permitted Debt Exchange Notes issued in exchange for such Term Loans; provided that the aggregate principal amount of the Permitted Debt Exchange
Notes may include accrued interest and premium (if any) under the Term Loans exchanged and underwriting discounts, fees, commissions and expenses in connection with the issuance of such Permitted Debt Exchange Notes, (iii) the aggregate
principal amount (calculated on the face amount thereof) of all Term Loans exchanged under each applicable Class by a Borrower pursuant to any Permitted Debt Exchange shall automatically be cancelled and retired by the Borrower on the date of
the settlement thereof (and, if requested by the Administrative Agent, any applicable exchanging Lender shall execute and deliver to the Administrative Agent an Assignment and Acceptance, or such other form as may be reasonably requested by the
Administrative Agent, in respect thereof pursuant to which the respective Lender assigns its interest in the Term Loans being exchanged pursuant to the Permitted Debt Exchange to the Borrower for immediate cancellation), (iv) if the aggregate
principal amount of all Term Loans of a given Class (calculated on the face amount thereof) tendered by Lenders in respect of the relevant Permitted Debt Exchange Offer (with no Lender being permitted to tender a principal amount of Term Loans which
exceeds the principal amount thereof of the applicable Class actually held by it) shall exceed the maximum aggregate principal amount of Term Loans of such Class offered to be exchanged by the Borrower pursuant to such Permitted Debt
Exchange Offer, then the Borrower shall exchange Term Loans subject to such Permitted Debt Exchange Offer tendered by such Lenders ratably up to such maximum amount based on the respective principal amounts so tendered, (v) all documentation in
respect of such Permitted Debt Exchange shall be consistent with the foregoing, and all written communications generally directed to the Lenders in connection therewith shall be in form and substance consistent with the foregoing and made in
consultation with the Borrower and the Auction Manager, and (vi) any applicable Minimum Tender Condition shall be satisfied. 
 (b)
With respect to all Permitted Debt Exchanges effected by the Borrower pursuant to this Section 2.25, (i) such Permitted Debt Exchanges (and the cancellation of the exchanged Term Loans in connection therewith) shall not constitute voluntary or
mandatory payments or prepayments, and (ii) such Permitted Debt Exchange Offer shall be made for not less than $5,000,000 in aggregate principal amount of Term Loans; provided that subject to the foregoing clause (ii) the
Representative may at its election specify as a condition (a “Minimum Tender Condition”) to consummating any such Permitted Debt Exchange that a minimum amount (to be determined and specified in the relevant Permitted Debt Exchange
Offer in the Borrower’s discretion) of Term Loans of any or all applicable Classes be tendered. 

  
 -71- 













 (c) In connection with each Permitted Debt Exchange, the Borrower and the Auction Manager
shall mutually agree to such procedures as may be necessary or advisable to accomplish the purposes of this Section 2.25 and without conflict with Section 2.25(a); provided that the terms of any Permitted Debt Exchange Offer shall
provide that the date by which the relevant Lenders are required to indicate their election to participate in such Permitted Debt Exchange shall be not less than a reasonable period (in the discretion of the Borrower and the Auction Manager) of time
following the date on which the Permitted Debt Exchange Offer is made. 
 (d) The Borrower shall be responsible for compliance with, and
hereby agrees to comply with, all applicable securities and other laws in connection with each Permitted Debt Exchange, it being understood and agreed that (x) none of the Auction Manager, the Administrative Agent nor any Lender assumes any
responsibility in connection with such Borrower’s compliance with such laws in connection with any Permitted Debt Exchange and (y) each Lender shall be solely responsible for its compliance with any applicable “insider trading”
laws and regulations to which such Lender may be subject under the Securities Exchange Act of 1934, as amended. 
 ARTICLE III 

Representations and Warranties 

To induce the Credit Parties to enter into this Agreement and make the Term Loans, the Loan Parties executing this Agreement or a Joinder
Agreement hereto, jointly and severally, make the following representations and warranties to each Credit Party with respect to each Loan Party on the Closing Date, and in each case as of the date such representation and warranty is made unless an
earlier date is specified: 
 SECTION 3.01 Organization; Powers. Each Loan Party is duly organized, validly existing and in good
standing under the laws of the jurisdiction of its organization, has all requisite corporate or other applicable entity power and authority to own its property and assets and to carry on its business as now conducted, except, in each case, where the
failure to do so, or so possess, individually or in the aggregate would not reasonably be expected to result in a Material Adverse Effect. Each Loan Party has all requisite organizational power and authority to execute and deliver and perform all
its obligations under all Loan Documents to which such Loan Party is a party. Each Loan Party is qualified to do business in, and is in good standing (where such concept exists) in, every jurisdiction in which the nature of its business or the
ownership or leasing of its properties makes such qualification necessary, except where the failure to be so qualified or in good standing individually or in the aggregate would not reasonably be expected to result in a Material Adverse Effect.
Schedule 3.01 attached hereto sets forth, as of the Closing Date, each Loan Party’s name as it appears in official filings in its state of incorporation or organization, its state of incorporation or organization, organization type,
organization number, if any, issued by its state of incorporation or organization, and its federal employer identification number. 

SECTION 3.02 Authorization; Enforceability. The transactions contemplated hereby and by the other Loan Documents to be entered into by
each Loan Party are within such Loan Party’s corporate powers and have been duly authorized by all necessary corporate, membership, partnership or other necessary action. This Agreement has been duly executed and delivered by each Loan Party
that is a party hereto or thereto and constitutes, and each other Loan Document to which any Loan Party is a party, when executed and delivered by such Loan Party will constitute, a legal, valid and binding obligation of such Loan Party, enforceable
in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in
a proceeding in equity or at law, (ii) the need for filings and registrations necessary to create or perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties and (iii) with respect to enforceability
against Foreign Subsidiaries or under foreign laws, the effect of foreign laws, rules and regulations as they relate to pledges, if any, of Capital Stock in Foreign Subsidiaries and intercompany Indebtedness owed by Foreign Subsidiaries. 

SECTION 3.03 Governmental and Other Approvals; No Conflicts. The transactions to be entered into and contemplated by the Loan Documents
(a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except for (i) such as have been obtained or made and are in full force and effect, (ii) filings and recordings necessary
to perfect in the United States Liens created under the Loan Documents and enforce the rights of the Lenders and the Secured Parties under the Loan Documents, in each case to the extent required under the Security Documents or (iii) the failure of
which to obtain would not reasonably 

  
 -72- 













 
be expected to result in a Material Adverse Effect, (b) will not violate any Applicable Law (except to the extent that such violation would not reasonably be expected to result in a Material
Adverse Effect) or the Charter Documents of any Loan Party, (c) do not violate or result in a default (with due notice, lapse of grace period or both) under any indenture or any other agreement, instrument or other evidence of Material
Indebtedness, except to the extent that such default would not reasonably be expected to result in a Material Adverse Effect, and (d) will not result in the creation or imposition of any Lien on any asset of any Loan Party, except Liens created
under the Loan Documents and other Permitted Encumbrances. 
 SECTION 3.04 Financial Condition. The Borrower has heretofore furnished
to the Agents the Consolidated balance sheet, and statements of operations, stockholders’ equity, and cash flows for the Borrower and its Subsidiaries (i) as of and for the Fiscal Year ended February 1, 2014, audited by
Deloitte & Touche LLP, independent public accountants, and (ii) as of and for the Fiscal Quarter ending May 3, 2014, certified by a Financial Officer of the Borrower. Such financial statements present fairly, in all material
respects, the financial position, results of operations and cash flows of the Borrower and its Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments
and the absence of footnotes. Since February 1, 2014 there has been no event, change, condition or development that has had or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. 

SECTION 3.05 Properties. 

(a) Except as disclosed on Schedule 3.05(a), each Loan Party has title to, or valid leasehold interests in or right to use, all its
real and personal property material to its business, except for defects which would not reasonably be expected to have a Material Adverse Effect. 

(b) Schedule 3.05(b) sets forth with respect to each Loan Party a list of all registrations and issuances of the United States
registered Intellectual Property owned by such Loan Party and all applications for the registrations or issuance thereof as of the Closing Date. To the knowledge of each Loan Party, each such registration, issuance and application is subsisting
except as would not, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of each Loan Party, the Intellectual Property owned by each Loan Party is valid and enforceable, and no proceeding is pending challenging the
ownership, registration, validity, enforceability or use of any item of Intellectual Property except as would not, individually or in the aggregate, have a Material Adverse Effect. Each Loan Party owns or is licensed to use, all Intellectual
Property used in its business, except to the extent that the failure to so own or have the right to use would not reasonably be expected to have a Material Adverse Effect, and each Loan Party’s use of Intellectual Property owned by such Loan
Party does not infringe upon, misappropriate, dilute or otherwise violate the rights of any other Person, except for any such infringements, misappropriations, dilutions or other violations that, individually or in the aggregate, would not
reasonably be expected to result in a Material Adverse Effect. No proceeding is pending (or to the knowledge of each Loan Party, threatened) in which any Person is alleging that a Loan Party is infringing, misappropriating, diluting, or otherwise
violating the Intellectual Property rights of any Person except as would not, individually or in the aggregate, have a Material Adverse Effect. 

(c) Schedule 3.05(c)(i) sets forth the address (including county) of all Real Estate that is owned by the Loan Parties as of the
Closing Date. Schedule 3.05(c)(ii) sets forth the address (including county) of all Real Estate that is leased by the Loan Parties as of the Closing Date. Except as would not reasonably be expected to result in a Material Adverse Effect, to
the knowledge of the Responsible Officers of the Loan Parties each of such Leases is in full force and effect and the Loan Parties are not in default of the terms thereof. 

SECTION 3.06 Litigation and Environmental Matters. 

(a) Except as set forth on Schedule 3.06(a), there are no actions, suits or proceedings by or before any arbitrator or Governmental
Authority pending against or, to the actual knowledge of Responsible Officers of a Loan Party, threatened in writing against or affecting any Loan Party as to which there is a reasonable expectation of an adverse determination which, if adversely
determined, would reasonably be expected individually or in the aggregate to result in a Material Adverse Effect (other than Disclosed Matters). 

  
 -73- 













 (b) Except as set forth on Schedule 3.06(b), no Loan Party (i) has failed to
comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received written notice
of any actual or potential claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability, which, in each case, individually or in the aggregate, would reasonably be expected to result in a Material
Adverse Effect. 
 (c) Except as set forth on Schedule 3.06(c), to the knowledge of the Loan Parties, no Real Estate or facility
owned, operated or leased by any Loan Party is listed or proposed for listing on the National Priorities List promulgated pursuant to CERCLA or similar state “Superfund” list except to the extent that such filings, individually or in the
aggregate, would not reasonably be expected to result in a Material Adverse Effect. 
 (d) Except as set forth on Schedule 3.06(d) as
of the Closing Date, no Lien has been recorded or, to the knowledge of any Loan Party, threatened under any Environmental Law with respect to any Real Estate of the Loan Parties. 

SECTION 3.07 Compliance with Laws and Agreements. Each Loan Party is in compliance with all Applicable Law and all Material
Indebtedness, and no event of default has occurred and is continuing thereunder, except in each case where the failure to comply or the existence of a default, individually or in the aggregate, would not reasonably be expected to result in a
Material Adverse Effect. Without limiting the generality of the foregoing, each Loan Party has obtained all permits, licenses and other authorizations which are required with respect to the ownership and operations of its business, except where the
failure to obtain such permits, licenses or other authorizations, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. Each Loan Party is in compliance with all terms and conditions of all such
permits, licenses, orders and authorizations, except where the failure to comply with such terms or conditions, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. 

SECTION 3.08 Investment Company Status. No Loan Party is an “investment company” as defined in, and subject to regulation
under, the Investment Company Act of 1940, as amended. 
 SECTION 3.09 Taxes. Each Loan Party has timely filed or caused to be filed
all tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings, for which such Loan Party
has set aside on its books adequate reserves in accordance with GAAP, and as to which no Lien has arisen or (b) to the extent that the failure to do so would not, individually or in the aggregate, reasonably be expected to result in a Material
Adverse Effect. 
 SECTION 3.10 ERISA. The Loan Parties and their ERISA Affiliates are in compliance with the applicable provisions
of ERISA and the Code with respect to each Plan except as would not reasonably be expected to result in a Material Adverse Effect. Except as would not result in a Material Adverse Effect, each Plan which is intended to qualify under
Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service and nothing has occurred subsequent to the issuance of such determination letter which would cause such Plan to lose its qualified
status. No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, would reasonably be expected to result in a Material Adverse
Effect. Except as would not result in a Material Adverse Effect, the present value of all accumulated benefit obligations under each Plan subject to ERISA (based on the assumptions used for purposes of the most recent actuarial report prepared by
such Plan’s actuaries) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the assets of such Plan. 

SECTION 3.11 Disclosure. 

(a) None of the written reports, financial statements, certificates or other written information (other than any projections, pro formas,
budgets and general market information) concerning the Loan Parties furnished by or on at the direction of any Loan Party to any Credit Party in connection with the negotiation of this Agreement or any other Loan Document or delivered hereunder or
thereunder (as modified or supplemented by other information 

  
 -74- 













 
so furnished (together with the Borrower’s (or its direct or indirect parent entity’s) Annual Reports on Form 10-K for prior fiscal years and
Quarterly Reports on Form 10-Q for the fiscal quarters since the last fiscal year-end, Form 8-Ks and Definitive Proxy Statement
on Form 14A for the Borrower’s (or its direct or indirect parent entity’s) 2014 annual shareholder meeting)), when taken as a whole, contains, as of the date furnished, any material misstatement of fact or omits to state any material fact
necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading in light of the circumstances under which such statements were made. 

(b) As of the Amendment No. 89 Effective Date, the information included in the Beneficial Ownership
Certification is true and correct in all respects. 
 SECTION 3.12 Subsidiaries. Schedule 3.12 sets forth the name of,
and the ownership interest of each Loan Party in, each Subsidiary as of the Closing Date; there is no other Capital Stock of any class outstanding as of the Closing Date. To the knowledge of the Loan Parties, all such shares of Capital Stock as of
the Closing Date are validly issued, fully paid, and, with respect to corporate shares, nonassessable. 
 SECTION 3.13 Insurance.
Schedule 3.13 sets forth a description of all business interruption, general liability, directors and officers liability, comprehensive, casualty and other insurance maintained by or on behalf of the Loan Parties as of the Closing Date. Each
insurance policy listed on Schedule 3.13 is in full force and effect as of the Closing Date and all premiums in respect thereof that are due and payable as of the Closing Date have been paid and such insurance is in such amounts and covering
such risks and liabilities (and with such deductibles, retentions and exclusions) as are in accordance with normal and prudent industry practice. As of the Closing Date, none of BCF Holdings or any of its Subsidiaries (a) has received notice
from any insurer (or any agent thereof) that substantial capital improvements or other substantial expenditures will have to be made in order to continue such insurance or (b) has any reason to believe that it will not be able to renew its
existing coverage as and when such coverage expires or to obtain similar coverage from similar insurers at a substantially similar cost. 

SECTION 3.14 Labor Matters. As of the Closing Date, there are no strikes, lockouts or slowdowns against any Loan Party pending or, to
the actual knowledge of any Responsible Officer of any Loan Party, threatened, except to the extent that strikes, lockouts or slowdowns would not reasonably be expected to result in a Material Adverse Effect. The hours worked by and payments made to
employees of the Loan Parties have not been in violation of the Fair Labor Standards Act or any other applicable federal, state, local or foreign law dealing with such matters to the extent that any such violation could reasonably be expected to
have a Material Adverse Effect. Except to the extent that such liability would not reasonably be expected to have a Material Adverse Effect, all payments due from any Loan Party, or for which any claim may be made against any Loan Party, on account
of wages and employee health and welfare insurance and other benefits, have been paid or accrued in accordance with GAAP as a liability on the books of such Loan Party. Except as set forth on Schedule 3.14, as of the Closing Date no Loan
Party is a party to or bound by any material collective bargaining agreement. As of the Closing Date, the consummation of the transactions contemplated by the Loan Documents will not give rise to any right of termination or right of renegotiation on
the part of any union under any collective bargaining agreement to which any Loan Party is bound to the extent that such would be reasonably expected to result in a Material Adverse Effect. 

SECTION 3.15 Security Documents. Subject to Section 5 of Amendment No. 89, the Security Documents create in favor of the Collateral Agent, for the benefit of the Collateral Agent and the other Secured Parties, legal, valid and enforceable security or mortgage interests in the
Collateral (subject to (a) applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in
equity or at law, (b) any filings and registrations required under Applicable Law to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Collateral Agent for the benefit of the Secured Parties (which filings or
recordings shall be made to the extent required by any Security Document) and (c) with respect to enforceability against Foreign Subsidiaries or under non-U.S. laws, the effect of non-U.S. laws, rules and regulations as they relate to pledges, if any, of Capital Stock in Foreign Subsidiaries and intercompany Indebtedness owed by Foreign Subsidiaries), and the Security Documents constitute, or
will upon the filing of financing statements or other instruments within the time periods prescribed under Applicable Law and/or the obtaining of “control,” in each case with respect to the relevant Collateral as required under the
applicable Uniform Commercial Code or similar legislation of any jurisdiction, to the extent security interests in such Collateral can be perfected by such filings or control, the creation of a fully


  
 -75- 













 
perfected and enforceable (subject to (a) applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general
principles of equity, regardless of whether considered in a proceeding in equity or at law and (b) with respect to enforceability against Foreign Subsidiaries or under non-U.S. laws, the effect of non-U.S. laws, rules and regulations as they relate to pledges, if any, of Capital Stock in Foreign Subsidiaries and intercompany Indebtedness owed by Foreign Subsidiaries) first priority Lien on, and security
interest in, all right, title and interest of the Loan Parties thereunder in such Collateral (to the extent required under the Security Documents), in each case prior and superior in right to any other Person, except for Permitted Encumbrances
(x) having priority by operation of Applicable Law on all Term Priority Collateral, (y) in favor of the agent under the ABL Facility on any Revolver Priority Collateral or (z) Qualifying Secured Debt ranking pari passu with the Liens
securing the Obligations. 
 SECTION 3.16 Federal Reserve Regulations. 

(a) No Loan Party is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of
buying or carrying Margin Stock. As of the Closing Date, no Loan Party owns any Margin Stock. 
 (b) No part of the proceeds of any Term
Loan will be used, whether directly or indirectly, and whether immediately, incidentally or ultimately, (i) to buy or carry Margin Stock or to extend credit to others for the purpose of buying or carrying Margin Stock or to refund indebtedness
originally incurred for such purpose in violation of Regulation U or X or (ii) for any purpose that entails a violation of the provisions of the Regulations of the Board, including Regulation U or Regulation X. 

SECTION 3.17 Solvency. The Loan Parties, on a Consolidated basis, are Solvent (and, on the Amendment No. 89 Effective Date will be Solvent immediately after giving effect to the Amendment Transactions). No transfer of property is being made by any Loan Party and no obligation is being incurred by any Loan Party in
connection with the Transactions, this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of any Loan Party. 

SECTION 3.18 Anti-Corruption Laws and Sanctions As of the Amendment No. 89 Effective Date, none of (a) the Loan Parties, any Subsidiary or any of their respective directors, officers or employees, or (b) to the knowledge of the Borrower, any agent of any Loan Party or any
Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. 

SECTION 3.19 EEAAffected Financial Institutions No Loan Party is an
EEAAffected
 Financial Institution. 
 SECTION 3.20 Certain ERISA Matters. The Borrower
is not and will not be using “plan assets” (within the meaning of the Plan Asset Regulations) of one or more Benefit Plans in connection with the Loans. 

ARTICLE IV 
 [Reserved]

 ARTICLE V 

Affirmative Covenants 

Until (i) the Commitments have expired or been terminated and (ii) the principal of and interest on the Term Loans and all fees and
other Obligations (other than contingent indemnity obligations with respect to then unasserted claims) shall have been paid in full, each Loan Party covenants and agrees with the Credit Parties that: 

  
 -76- 













 SECTION 5.01 Financial Statements and Other Information. The Borrower will furnish to
the Administrative Agent: 
 (a) within ninety (90) days after the end of each Fiscal Year of BCF Holdings commencing
with the Fiscal Year ending January 29, 2011, the Consolidated balance sheet and related statements of operations, and Consolidated statements of cash flows as of the end of and for such year for BCF Holdings and its Subsidiaries (or, at the
option of BCF Holdings, a direct or indirect parent company of BCF Holdings and its Subsidiaries), setting forth in comparative form, the Consolidated figures for the previous Fiscal Year and the figures as set forth in the projections delivered
pursuant to Section 5.01(e), all audited and reported on by independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without a qualification or exception as to
the scope of such audit (except to the extent such qualification or exception results solely from a current maturity of Indebtedness or an actual or potential default of a financial covenant)), except for the aforementioned projections, to the
effect that such Consolidated financial statements present fairly in all material respects the financial condition and results of operations of the applicable Loan Parties and their Subsidiaries on a Consolidated basis in accordance with GAAP; 

(b) within forty-five (45) days after the end of each Fiscal Quarter of BCF Holdings commencing with the Fiscal Quarter
ending April 30, 2011, excluding the last Fiscal Quarter of each Fiscal Year of BCF Holdings, the Consolidated balance sheet and related statements of operations, and Consolidated statements of cash flows for BCF Holdings and its Subsidiaries
(or, at the option of BCF Holdings, a direct or indirect parent company of BCF Holdings and its Subsidiaries) as of the end of and for such Fiscal Quarter and the elapsed portion of the Fiscal Year, setting forth in each case, in comparative form
the Consolidated figures for the previous Fiscal Year and the figures as set forth in the projections delivered pursuant to Section 5.01(e), all such Consolidated figures certified by one of the Borrower’s Financial Officers as fairly
presenting in all material respects the financial condition and results of operations of the Loan Parties and their Subsidiaries on a Consolidated basis in accordance with GAAP, subject to year-end audit
adjustments and the absence of footnotes; 
 (c) for any period when the financial statements provided pursuant to clause
(a) or (b) above (i) are financial statements of any direct or indirect parent company of BCF Holdings and such parent company owns any material assets other than BCF and its Subsidiaries or (ii) include the results of any
Unrestricted Subsidiary, the Borrower shall furnish, together with such reports, a reasonably detailed explanation of the assets and results of operations included in such financial statements that are attributable to BCF Holdings, the Borrower and
the Borrower’s Restricted Subsidiaries; 
 (d) within 15 days following any delivery of financial statements under
clause (a) or clause (b) above, a certificate of a Financial Officer of the Borrower in the form of Exhibit E hereto (a “Compliance Certificate”) (i) certifying as to whether a Default or Event of Default has
occurred and is continuing and, if a Default or Event of Default has occurred and is continuing, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) in the case of financial statements
delivered pursuant to clause (a), setting forth reasonably detailed calculations with respect to the Excess Cash Flow (in the case of any delivery of financial statements under clause (a) above for any Fiscal Year ending after the Closing
Date), (iii) a reasonably detailed calculation of the Consolidated Leverage Ratio and Consolidated Secured Leverage Ratio, in each case, as of the last day of the applicable period and (iv) stating whether any change in GAAP or in the
application thereof has occurred since the date of BCF Holdings’ (or its direct or indirect parent’s) most recent audited financial statements and, if any such change has occurred, specifying the effect of such change on the financial
statements accompanying such Compliance Certificate; 
 (e) within sixty (60) days after the commencement of each Fiscal
Year of the Loan Parties, commencing with the Fiscal Year ending January 28, 2012, a detailed, Consolidated budget by quarter for the applicable Fiscal Year for BCF Holdings (or its direct or indirect parent) and its Restricted Subsidiaries and
including a projected Consolidated income statement, balance sheet, and statement of cash flow, by quarter; 
 (f)
[Reserved]; 

  
 -77- 













 (g) promptly after the same become publicly available, copies of
(i) all material periodic and other reports, proxy statements and other materials filed by any Loan Party with the SEC, and (ii) SEC Forms 10-K and 10-Q for
Burlington Store, Inc. (for so long as Burlington Stores, Inc. is subject to the reporting requirements under the Securities Exchange Act of 1934, as amended); 

(h) promptly following any reasonable request therefor, (x) such other information regarding the operations, business
affairs and financial condition of any Loan Party as the Agents may reasonably request (other than information which is subject to an attorney-client privilege or would result in a breach of a confidentiality obligation of the Loan Parties to any
other Person or applicable law) and (y) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and
regulations, including the Patriot Act and the Beneficial Ownership Regulation; and 
 (i) not later than any date on which
financial statements are delivered with respect to any period in which any Pro Forma Adjustment is made as a result of the consummation of an acquisition of an Acquired Entity, a disposition of an entity or business or a shut-down of any
discontinued operations, as the case may be, for which there shall be any Pro Forma Adjustments, a certificate of one of the Borrower’s Responsible Officers setting forth the amount of such Pro Forma Adjustments and, in reasonable detail, the
calculations and basis therefor. 
 Notwithstanding the foregoing, the obligations in paragraphs (a), and (b) of this
Section 5.01 may be satisfied with respect to financial information of the Borrower and its Subsidiaries by furnishing (A) the applicable consolidated financial statements of any direct or indirect parent of the Borrower that, directly or
indirectly, holds all of the Capital Stock of the Borrower or (B) the Borrower’s (or any direct or indirect parent thereof, as applicable) Form 10-K or 10-Q or
other filings, as applicable, filed with the SEC; provided that this paragraph shall not limit the obligation to deliver the reconciliation required, if any, by Section 5.01(c) above. 

Any financial statement or other document, reports, proxy statements or other materials (to the extent any such financial statement or
document, reports, proxy statements or other materials included in materials otherwise filed with the SEC) required to be delivered pursuant to this Section 5.01 or Section 5.02 may be satisfied with respect to such financial statements or
other documents, reports, proxy statements or other materials by the filing of the Borrower’s (or its direct or indirect parent of the Borrower that, directly or indirectly, holds all the Capital Stock of the Borrower) Form 8-K, 10-K, 10-Q or other filing, as applicable, with the SEC. All financial statements and other documents, reports, proxy statements
or other materials required to be delivered pursuant to this Section 5.01 or Section 5.02 may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date (i) such financial statements and/or
other documents are posted on the SEC’s website on the Internet at www.sec.gov, (ii) on which the Borrower posts such documents, or provide a link thereto, on the Borrower’s website or (iii) on which such documents are posted on
the Borrower’s behalf on an Internet or Intranet website, if any, to which the Administrative Agent and each Lender has access (whether a commercial third-party website or a website sponsored by the Administrative Agent). 

The Borrower hereby (i) authorizes the Administrative Agent to make the financial statements to be provided under Section 5.01(a)
and (b) above along with the Loan Documents and the list of Disqualified Institutions available to Public-Siders and (ii) agrees that at the time any such financial statements are provided hereunder, they shall already have been, or are
concurrently being, made available to holders of its (and its parent companies’) securities (and that either such list of Disqualified Institutions does not include MNPI or has been, or is concurrently being, made available to holders of its
(and its parent companies’) securities). No other material shall be posted to Public-Siders without the Borrower expressly representing and warranting to the Administrative Agent in writing that such materials do not constitute MNPI or that the
Borrower has no outstanding publicly traded securities, including 144A securities (the “Public-Sider Representation”). Notwithstanding anything herein to the contrary, in no event shall the Administrative Agent make available to
Public-Siders budgets or any certificates, reports or calculations with respect to the Borrower’s compliance with the covenants contained herein unless the Borrower (x) requests that such material be made available and (y) expressly
makes the Public-Sider Representation or ensures that material that would otherwise constitute MNPI contained in such budgets, certificates, reports or calculations is publicly disclosed in accordance with U.S. Federal securities laws. 

  
 -78- 













 SECTION 5.02 Notices of Material Events. The Borrower will furnish to the
Administrative Agent prompt written notice of the occurrence of any of the following after any Responsible Officer of the Borrower obtains knowledge thereof: 

(a) A Default or Event of Default, specifying the nature and extent thereof and the action (if any) which is proposed to be
taken with respect thereto; 
 (b) The filing or commencement of any action, suit or
proceedingProceeding by or before any arbitrator
or Governmental Authority against or affecting any Loan Party or any Restricted Subsidiary of the Borrower that, has a reasonable likelihood of adverse determination and such adverse determination, would reasonably be expected to result in a
Material Adverse Effect; 
 (c) The occurrence of an ERISA Event that, alone or together with any other ERISA Events
that have occurred, would reasonably be expected to result in a Material Adverse Effect; 
 (d) Any development that results
in, or would reasonably be expected to result in, a Material Adverse Effect; and 
 (e) Any change in the information
provided in the Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified in parts (c) or (d) of such certification. 

Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth
the details of the event or development requiring such notice and, if applicable, any action taken or proposed to be taken with respect thereto. 

SECTION 5.03 Information Regarding Collateral. The Borrower will furnish to the Agents prompt written notice of any change in:
(a) any Loan Party’s name; (b) the location of any Loan Party’s chief executive office or its principal place of business; (c) any Loan Party’s organizational structure or jurisdiction of incorporation or formation; or
(d) any Loan Party’s Federal Taxpayer Identification Number or organizational identification number assigned to it by its state of organization. The Loan Parties agree not to effect or permit any change referred to in the preceding
sentence unless all filings, publications and registrations, have been made (or will be made in a timely fashion) under the Uniform Commercial Code or other Applicable Law that are required in order for the Collateral Agent to continue at all times
following such change to have a valid, legal and perfected first priority security interest to the extent required under the Security Documents (subject only to Permitted Encumbrances having priority by operation of Applicable Law or in favor of the
agent under the ABL Facility on any Revolver Priority Collateral and Liens permitted to be pari passu to the Liens of the Collateral Agent pursuant to the Pari Passu Lien Intercreditor Agreement) in all the Collateral for its own benefit and the
benefit of the other Secured Parties. 
 SECTION 5.04 Existence; Conduct of Business. Each Loan Party will do all things necessary to
comply with its Charter Documents in all material respects, and to obtain, preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade
names material to the conduct of its business, except, in each case to the extent that the failure to do so would not reasonably be expected to have a Material Adverse Effect; provided, however, that the foregoing shall not prohibit
any merger, consolidation, liquidation, disposition or dissolution permitted under Section 6.03 or Section 6.05. 
 SECTION 5.05
Payment of Obligations. Each Loan Party will pay its Taxes before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings and such Loan
Party or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP, (b) such contest effectively suspends collection of the contested obligation and enforcement of any Lien securing such
obligation, or (c) the failure to make payment, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. 

  
 -79- 













 SECTION 5.06 Maintenance of Properties. Each Loan Party will keep and maintain all
tangible property material to the conduct of its business in substantially the same condition as of the Amendment No. 7 Effective Date (ordinary wear and tear, casualty loss and condemnation excepted), except (a) where the failure to do so
would not reasonably be expected to result in a Material Adverse Effect or (b) for Store closings and Permitted Dispositions permitted hereunder. Each Loan Party will use commercially reasonable efforts to prosecute, maintain, and enforce the
Intellectual Property, except to the extent such Intellectual Property is no longer used or deemed by such Loan Party in its reasonable business judgment to be useful in the conduct of the business of the Loan Parties. 

SECTION 5.07 Insurance. 

(a) Each Loan Party shall (i) maintain insurance with financially sound and reputable insurers (or, to the extent consistent with
business practices in effect on the Amendment
No. 
79 Effective Date, a program of self-insurance) on such of its property and in at least such amounts and against at least such risks as is consistent with business practices in effect on the Amendment
No. 
79 Effective Date or as otherwise determined by the Responsible Officers of the Loan Parties acting reasonably in their business judgment, including public liability insurance against claims for personal injury or
death occurring upon, in or about or in connection with the use of any properties owned, occupied or controlled by it (including the insurance required pursuant to the Security Documents); (ii) maintain such other insurance as may be required by
law; and (iii) furnish to the Agents, promptly following written reasonable request, full information as to the insurance carried. 

(b) Fire and extended coverage policies maintained with respect to any Collateral shall be endorsed or otherwise amended to include (i) a
lenders’ loss payable clause (regarding personal property), in form and substance reasonably satisfactory to the Agents, which endorsements or amendments shall provide that the insurer shall pay all proceeds otherwise payable to the Loan
Parties under the policies directly to the Administrative Agent, and (ii) a provision to the effect that none of the Loan Parties, Credit Parties (in their capacity as such) or any other Affiliate of a Loan Party shall be a co-insurer (the foregoing not being deemed to limit the amount of self-insured retention or deductibles under such policies, which self-insured retention or deductibles shall be consistent with business practices in
effect on the Amendment
No. 
79 Effective Date or as otherwise determined by the Responsible Officers of the Loan Parties acting reasonably in their business judgment). Commercial general liability policies shall be endorsed to name the
Collateral Agent as an additional insured. Business interruption policies shall name the Collateral Agent as a loss payee and shall be endorsed or amended to include a provision that after the occurrence and during the continuance of a Specified
Default and notice from the Collateral Agent to the insurer, the insurer shall pay all proceeds of such business interruption policies otherwise payable to the Loan Parties under the policies directly to the Collateral Agent. Each such casualty or
liability policy referred to in this Section 5.07(b) shall also provide that it shall not be canceled, modified in any manner that would cause this Section 5.07 to be violated, or not renewed (i) by reason of nonpayment of premium
except upon not less than thirty (30) days’ prior written notice thereof by the insurer to the Administrative Agent (giving the Administrative Agent the right to cure defaults in the payment of premiums) or (ii) for any other reason
except upon not less than thirty (30) days’ prior written notice thereof by the insurer to the Administrative Agent. The Borrower shall deliver to the Administrative Agent, prior to the cancellation, modification or non-renewal of any such policy of insurance, a copy of a renewal or replacement policy (or other evidence of renewal of a policy previously delivered to the Administrative Agent, including an insurance binder)
together with evidence reasonably satisfactory to the Administrative Agent of payment of the premium therefor. 
 (c) If any portion
of any Mortgaged Property is at any time located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a Special Flood Hazard Area with respect to which flood insurance has been made available under the
National Flood Insurance Act of 1968 (as now or hereafter in effect or successor act thereto), then the Borrower shall, or shall cause each Loan Party to (i) maintain, or cause to be maintained, with a financially sound and reputable insurer,
flood insurance in an amount and otherwise sufficient to comply with all applicable rules and regulations promulgated pursuant to the Flood Insurance Laws and (ii) deliver to the Administrative Agent evidence of such compliance in form and
substance reasonably acceptable to the Administrative Agent. 
 (d) The Agents acknowledge that the insurance policies described on
Schedule 3.13 are satisfactory to them as of the Amendment
No. 
89 Effective Date and are in compliance with the provisions of this Section 5.07. 

  
 -80- 













 SECTION 5.08 Books and Records; Inspection and Audit Rights; Appraisals; Accountants.

 (a) Each Loan Party will keep proper books of record and account in accordance in all material respects with GAAP and in which full,
true and correct entries are made of all material dealings and transactions in relation to its business and activities. Each Loan Party will permit any representatives designated by any Agent, upon reasonable prior notice, to visit and inspect its
properties, to discuss its affairs, finances and condition with its officers and to examine and make extracts from its books and records, all at such reasonable times and as often as reasonably requested. Notwithstanding anything to the contrary in
this Section 5.08, neither the Borrower nor any Restricted Subsidiary will be required to disclose or permit the inspection or discussion of, any document, information or other matter (i) in respect of which disclosure to the
Administrative Agent or any Lender (or their representatives or contractors) is prohibited by law, fiduciary duty or any binding agreement or (ii) that is subject to attorney client or similar privilege or constitutes attorney work product.

 (b) At its election, upon its reasonable belief that any Loan Party has breached any representation, warranty or covenant herein relating
to environmental matters in any respect that would reasonably be expected to result in a Material Adverse Effect, or in connection with the enforcement of remedies against any Real Estate after the occurrence and during the continuance of an Event
of Default, the Collateral Agent (or any Lender, at the sole cost and expense of such Lender) may retain an independent engineer or environmental consultant reasonably acceptable to the Loan Parties to conduct an environmental assessment (but, prior
to the occurrence of any such Event of Default, only with respect to the subject matter of such breach, including, as relevant to such breach, of the condition of any Real Estate or facility of any Loan Party) and/or such Loan Party’s
compliance with Environmental Law). Each Loan Party shall reasonably cooperate in the performance of any such environmental assessment and permit any such engineer or consultant designated by the Collateral Agent or such Lender to have reasonable
access to each property or facility at reasonable times and after reasonable notice to the Borrower of the plans to conduct such an environmental assessment. Environmental assessments conducted under this paragraph shall be limited to visual
inspections of the Real Estate or facility, interviews with representatives of the Loan Parties or facility personnel, and review of applicable records and documents pertaining to the condition of the property or facility, its compliance with
Environmental Law and any potential Environmental Liabilities, in each case prior to the occurrence and during the continuance of an Event of Default, to the extent relevant to the subject matter of such breach. 

SECTION 5.09 [Reserved]. 

SECTION 5.10 Compliance with Laws. Each Loan Party will comply with all Applicable Laws and the orders of any Governmental Authority
except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. Except where the failure to do so, individually or in the aggregate, would not reasonably be expected to
result in a Material Adverse Effect, each Loan Party shall: (a) conduct its operations and keep and maintain its Real Estate in compliance with all Environmental Laws; and (b) implement any and all investigation, remediation, removal and
response actions that are necessary to comply with Environmental Laws pertaining to the presence, generation, treatment, storage, use, disposal, transportation or Release of any Hazardous Materials on, at, in, under, above, to, from or about any of
its Real Estate. The Loan Parties shall (a) notify the Administrative Agent promptly after such Person becomes aware of any violation of or non-compliance with any Environmental Laws or any Release on,
at, in, under, above, to, from or about any Real Estate that could reasonably be expected to result in a Material Adverse Effect; and (b) promptly forward to Administrative Agent a copy of any order, notice, request for information or any
communication or report received by such Person in connection with any such violation or Release or any other matter that could reasonably be expected to result in a Material Adverse Effect, in each case whether or not any Governmental Authority has
taken or threatened any action in connection with any such violation, Release or other matter. 
 SECTION 5.11 Use of Proceeds. The
proceeds of the Term Loans made hereunder on the Closing Date will
be used only to finance a portion of the Transactions. The proceeds of Incremental Term Loans shall be used for general corporate purposes (except for Refinancing Term Loans, the proceeds of which shall be applied pursuant to Section 2.17). No part
of the proceeds of any Term Loans will be used, whether directly or indirectly, for any purpose that entails a violation of any of the regulations of the Board, including Regulations U and X. The proceeds of the Additional Term B-56 Loans will be used on the Amendment No. 69 Effective Date to finance a portion of the Amendment Transactions. The
Borrower will not request that any Borrowing that is or could be incurred on the 

  
 -81- 













 
Amendment
No. 
69 Effective Date, and the Borrower shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing that is
or could be incurred on the Amendment
No. 
69 Effective Date to (A) offer, pay, promise to pay, or authorize the payment or giving of money, or anything else of value, to any Person in violation in any material respects of any Anti-Corruption Laws,
(B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (C) in any manner that would result in the violation in any material
respect of any Sanctions applicable to any party hereto. 
 SECTION 5.12 Additional Restricted Subsidiaries. If any Loan Party
shall form or acquire a Restricted Subsidiary (including by redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary), including by means of a “plan of division” under the Delaware Limited Liability Company Act or any
comparable transaction under any similar law, that is not (i) an Immaterial Subsidiary, (ii) a Foreign Subsidiary, (iii) a CFC Holding Company, (iv) a Subsidiary that is not a wholly-owned Restricted Subsidiary (other than with
respect to directors’ qualifying or nominee shares), (v) a captive insurance subsidiary or other special purpose entity, (vi) not-for-profit Subsidiary,
(vii) a subsidiary prohibited by applicable law or contractual obligation (existing at the time of acquisition thereof (or redesignation) and not created in contemplation of such acquisition) from guaranteeing or granting Liens to secure any of
the Obligations or with respect to which any consent, approval, license or authorization from any governmental authority would be required for the provision of any such guaranty, and (viii) with respect to which the Borrower and the
Administrative Agent reasonably agree that the cost or other consequences (including adverse tax consequences) of providing a guaranty of the Obligations outweigh the benefits to the Lenders, the Borrower will notify the Agents thereof and will
cause such Restricted Subsidiary to become a Loan Party hereunder and under each applicable Security Document in the manner provided therein within fifteen (15) Business Days after such Restricted Subsidiary is formed or acquired and promptly
take such actions to create and perfect Liens on such Restricted Subsidiary’s assets to secure the Obligations as the Agents shall reasonably request. If any shares of Capital Stock or Indebtedness of such Restricted Subsidiary are owned by or
on behalf of any Loan Party, the Borrower will cause such shares and promissory notes evidencing such Indebtedness and otherwise constituting Collateral to be pledged to secure the Obligations within fifteen (15) Business Days after such
Restricted Subsidiary is formed or acquired (except that, if such Subsidiary is a Foreign Subsidiary, or a CFC Holding Company, shares of Capital Stock of such Restricted Subsidiary to be pledged may be limited to 65% of the outstanding shares of
Capital Stock of such Subsidiary). 
 SECTION 5.13 Further Assurances. Subject to the terms herein or therein, each Loan Party will
execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements and other documents), that may be required under any Applicable
Law, or which any Agent or the Required Lenders may reasonably request, to effectuate the transactions contemplated by the Loan Documents or to grant, preserve, protect or perfect in the United States the Liens created or intended to be created by
the Security Documents or the validity or priority of any such Lien, all at the expense of the Loan Parties, and in each case to the extent required under the Security Documents. 

SECTION 5.14 [Reserved]. 

SECTION 5.15 Maintenance of Ratings. The Borrower will use commercially reasonable efforts to maintain (but not maintain any specific
rating) a public corporate family and/or corporate credit rating, as applicable, from at least two of S&P, Moody’s and Fitch, and a public rating of the Term Loans by at least two of S&P, Moody’s and Fitch. 

SECTION 5.16 Designation of Subsidiaries. 

(a) Subject to Section 5.16(b) below, the board of directors of the Borrower may at any time designate any Restricted Subsidiary as
an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower therein at the date of designation in an
amount equal to the fair market value of the Borrower’s Investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of
such Subsidiary existing at such time. Upon any such designation (but without duplication of any amount reducing such Investment in such Unrestricted Subsidiary 

  
 -82- 













 
pursuant to the definition of “Investment” included in the Available Amount), the Borrower and/or the applicable Restricted Subsidiaries shall receive a credit against the applicable
clause in the definition of “Permitted Investments” that was utilized for the Investment in such Unrestricted Subsidiary for the fair market value of such Restricted Subsidiary at such time. Upon any designation of a Subsidiary as an
Unrestricted Subsidiary, notwithstanding anything in any Loan Document to the contrary, the Facility Guarantee of such Subsidiary shall be automatically released. 

(b) The Borrower may not (x) designate any Restricted Subsidiary as an Unrestricted Subsidiary or (y) designate an Unrestricted
Subsidiary as a Restricted Subsidiary, in each case unless no Event of Default exists or would result therefrom 
 ARTICLE VI 

Negative Covenants 
 Until
(i) the Commitments have expired or been terminated and (ii) the principal of and interest on each Term Loan and all fees and other Obligations (other than contingent indemnity obligations with respect to then unasserted claims) shall have
been paid in full, each Loan Party covenants and agrees with the Credit Parties that: 
 SECTION 6.01 Indebtedness and Other
Obligations. No Loan Party will, nor will it permit any of its Restricted Subsidiaries to, create, incur, assume or permit to exist any Indebtedness, except Permitted Indebtedness. 

For purposes of determining compliance with this Section 6.01, in the event that an item of Indebtedness (or any portion thereof) at any
time meets the criteria of more than one of the categories described in “Permitted Indebtedness” or is entitled to be incurred pursuant to multiple clauses in the definition of “Permitted Indebtedness,” the Borrower, in its sole
discretion, may classify or reclassify (or later divide, classify or reclassify) such item of Indebtedness (or any portion thereof) and shall only be required to include the amount and type of such Indebtedness in one of such clauses. Accrual of
interest or dividends, the accretion of accreted value, the accretion or amortization of original issue discount and the payment of interest, premium, fees or expenses, in the form of additional Indebtedness, Disqualified Capital Stock or preferred
stock shall not be deemed to be an incurrence of Indebtedness for purposes of this Section 6.01. 
 For purposes of determining
compliance with any restriction on the incurrence of Indebtedness, the principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was
incurred, in the case of term debt, or first committed, in the case of revolving credit debt; provided that if such Indebtedness is incurred to extend, replace, refund, refinance, renew or defease other Indebtedness denominated in a foreign
currency, and such extension, replacement, refunding, refinancing, renewal or defeasance would cause the applicable restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such extension, replacement,
refunding, refinancing, renewal or defeasance, such restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being extended,
replaced, refunded, refinanced, renewed or defeased, plus the amount of any premium paid, and fees and expenses incurred, in connection with such extension, replacement, refunding refinancing, renewal or defeasance (including any fees and original
issue discount incurred in respect of such resulting Indebtedness). 
 SECTION 6.02 Liens. No Loan Party will, nor will it permit any
of its Restricted Subsidiaries to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, except Permitted Encumbrances. For purposes of determining compliance with this Section 6.02,
in the event that a Lien (or any portion thereof) at any time meets the criteria of more than one of the categories described in “Permitted Encumbrances” or is entitled to be incurred pursuant to multiple clauses in the definition of
“Permitted Encumbrances,” the Borrower, in its sole discretion, may classify or reclassify (or later divide, classify or reclassify) such Lien (or any portion thereof) and shall only be required to include the amount and type of such Lien
in one of such clauses. 

  
 -83- 













 SECTION 6.03 Fundamental Changes. 

(a) No Loan Party will, nor will it permit any of its Restricted Subsidiaries to, merge into or consolidate with any other Person, or
permit any other Person to merge into or consolidate with it, or liquidate or dissolve, including by means of a “plan of division” under the Delaware Limited Liability Company Act or any comparable transaction under any similar law, except
that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing or would arise therefrom, (i) any Restricted Subsidiary may liquidate, dissolve, consolidate, or merge, including
by means of a “plan of division” under the Delaware Limited Liability Company Act or any comparable transaction under any similar law into a Loan Party in a transaction in which a Loan Party is the surviving corporation (or, in the case of
a “plan of division” or comparable transaction, the surviving Person, or any division or series thereof, shall be a Restricted Subsidiary and, solely to the extent required under Section 5.12 after giving effect to such transaction,
such Person, or such division or series thereof, shall be or become a Loan Party within the period required by Section 5.12), (ii) any Restricted Subsidiary that is not a Loan Party may liquidate, dissolve, consolidate, or merge, including by
means of a “plan of division” under the Delaware Limited Liability Company Act or any comparable transaction under any similar law, into any Restricted Subsidiary that is not a Loan Party (or, in the case of a “plan of division”
or comparable transaction, the surviving Person, or any division or series thereof, shall be a Restricted Subsidiary and, solely to the extent required under Section 5.12 after giving effect to such transaction, such Person, or such division or
series thereof, shall be or become a Loan Party within the period required by Section 5.12), (iii) any Loan Party may merge with or into any other Loan Party, (iv) the Loan Parties and their Restricted Subsidiaries may dispose of Capital
Stock of their respective Restricted Subsidiaries in a transaction permitted by Section 6.05, and (v) Permitted Acquisitions and other Permitted Investments and transactions permitted pursuant to Section 6.05 and Section 6.04 may
be consummated in the form of a merger or consolidation. 
 (b) No Loan Party will engage, to any material extent, in any business other
than businesses of the type conducted by such Loan Party on the date of execution of this Agreement and businesses reasonably related thereto and those supportive, complementary, synergistic or ancillary thereto. 

SECTION 6.04 Investments, Guarantees and Acquisitions. No Loan Party will, nor will it permit any of its Restricted Subsidiaries to,
make or permit to exist any Investment, except Permitted Investments. 
 SECTION 6.05 Asset Sales. No Loan Party will, nor will it
permit any of its Restricted Subsidiaries to, sell, transfer, lease (as lessor), license (as licensor), abandon or otherwise voluntarily dispose, including by means of a “plan of division” under the Delaware Limited Liability Company Act
or any comparable transaction under any similar law, of any asset, including any Capital Stock of another Person, except sales of Inventory and the use of cash or cash equivalents in the ordinary course of business, transactions permitted by
Section 6.03 and Permitted Dispositions and the making of Permitted Investments (to the extent such Investment would involve a sale, transfer, lease, abandonment or disposition of any assets). 

SECTION 6.06 Restricted Payments; Certain Payments of Indebtedness. 

(a) No Loan Party will, nor will it permit any of its Restricted Subsidiaries to, declare or make, directly or indirectly, any Restricted
Payment, except that: 
 (i) any Loan Party or any Restricted Subsidiary of a Loan Party may declare and pay Restricted
Payments to a Loan Party or a Restricted Subsidiary that is the direct parent of such Restricted Subsidiary and a pro rata Restricted Payment to any third party in respect of non-wholly owned Restricted
Subsidiaries; 
 (ii) Restricted Payments made to BCF Holdings or Parent (or any other direct or indirect parent of the
Borrower) (w) to pay general corporate and overhead expenses incurred by BCF Holdings, Parent or Burlington Stores, Inc. in the ordinary course of business, or the amount of any indemnification claims made by any director or officer of BCF
Holdings, Parent or Burlington Stores, Inc., (x) to pay franchise taxes and other fees, taxes and expenses required to maintain the corporate existence of BCF Holdings, Parent or Burlington Stores, Inc. (or any other direct or indirect Parent of the
Borrower), (y) to pay taxes that are due and payable by BCF Holdings as the parent of a consolidated group that includes 

  
 -84- 













 
Parent and its Restricted Subsidiaries or (z) to make other payments that BCF Holdings and Parent are not otherwise prohibited from making pursuant to this Agreement (including to pay fees
and expenses in connection with unsuccessful equity (or debt offering) permitted by this Agreement); 
 (iii) the Loan
Parties and their Restricted Subsidiaries may make Restricted Payments made prior to or substantially concurrently with the initial public offering of Burlington Stores, Inc. for the purpose of paying amounts owing under the advisory agreement with
the Sponsor, to the extent permitted under Section 6.07; 
 (iv) the Loan Parties and their Restricted Subsidiaries may
make Restricted Payments consisting of Permitted Dispositions of the type described, and subject to the limitations contained, in the definition thereof; 

(v) the Loan Parties and their Restricted Subsidiaries may make Restricted Payments constituting repurchases of Capital Stock
in BCF Holdings, Burlington Stores, Inc. or any Restricted Subsidiary (or distributions to BCF Holdings or Burlington Stores, Inc. or any direct or indirect Parent of the Borrower for such purpose) in connection with the exercise of stock options or
warrants if such Capital Stock represents a portion of the exercise price of such option or warrants, provided that Restricted Payments made pursuant to this clause (iv) shall not exceed $10,000,000 in any Fiscal Year of BCF Holdings
(with unused amounts from any Fiscal Year available for carry-forward to future Fiscal Years subject to a maximum amount of $20,000,000 in any Fiscal Year); 

(vi) [reserved]; 

(vii) so long as (x) no Event of Default has occurred and is continuing or would result therefrom and (y) the
Consolidated Leverage Ratio as of the last day of the most recently ended Fiscal Quarter for which financial statements have been or are then required to have been delivered hereunder would be less than or equal to 3.5 to 1.0, any Loan Party or any
Restricted Subsidiary may make any Restricted Payment; 
 (viii) so long as (x) no Event of Default has occurred and is
continuing or would result therefrom and (y) on a Pro Forma Basis the Consolidated Interest Coverage Ratio is at least 2.00 to 1.00 for the most recently ended period of four Fiscal Quarters for which financial statements have been or were
required to be delivered hereunder, any Loan Party and any of its Restricted Subsidiaries may make any Restricted Payments from the portion of the Available Amount such Loan Party or such Restricted Subsidiary elects to apply pursuant to this clause
(viii); 
 (ix) the Borrower and the Restricted Subsidiaries may declare and make Restricted Payments with respect to its
Capital Stock payable solely in shares of Capital Stock of the Borrower that is not Disqualified Capital Stock; 
 (x) the
Borrower may make payments (or may make Restricted Payments to any parent, the proceeds of which will be used to make payments) at such times and in such amounts as are necessary to make payments of or on account of (1) monitoring or management
or similar fees or transaction fees and (2) reimbursement of out-of-pocket costs, expenses and indemnities, in each case to the Sponsor or any of its Affiliates, in
each case to the extent permitted by Section 6.07(o) (assuming the Borrower was party thereto); 
 (xi) the Restricted
Subsidiaries may make a Restricted Payment as consideration for the acquisition of additional Capital Stock in any Restricted Subsidiary from minority shareholders that are not Affiliates; 

(xii) Restricted Payments made (A) in respect of working capital adjustments or purchase price adjustments pursuant to any
Permitted Acquisition or other permitted Investments and (B) to satisfy indemnity and other similar obligations under Permitted Acquisitions or other Permitted Investments; 

  
 -85- 













 (xiii) Restricted Payments necessary to consummate Investments permitted
pursuant to Section 6.04; 
 (xiv) the Borrower or any Restricted Subsidiary may make additional Restricted Payments to
the extent that such Restricted Payments are made with Net Proceeds received by the Borrower (or any parent entity) after August 13, 2014 from the issuance or sale of Capital Stock of the Borrower that is not Disqualified Capital Stock (or any
parent entity) or proceeds of an equity contribution initially made to Parent, in each case to the extent such proceeds have been contributed to the common equity of the Borrower and have not been applied pursuant to (gg) of the definition of
“Permitted Investment,” clause (aa) of the definition of “Permitted Indebtedness” or utilized to also increase the Available Amount; 

(xv) the Borrower and the Restricted Subsidiaries may make Restricted Payments to BCF Holdings (or any parent entity) to pay
cash in lieu of fractional Capital Stock in connection with (a) any dividend, split or combination thereof or any Acquisition, Investment or other transaction otherwise permitted hereunder and (b) any conversion request by a holder of
convertible Indebtedness (to the extent such conversion request is paid solely in shares of Capital Stock of BCF Holdings (or any parent entity) that is not Disqualified Capital Stock); 

(xvi) the Borrower and the Restricted Subsidiaries may make Restricted Payments to its direct or indirect parent to declare and
pay regular quarterly dividends on its common stock (or similar Capital Stock of its direct or indirect parent) in an amount not to exceed 6% per year of the aggregate net cash proceeds of the initial public offering of such parent that were
actually received by or contributed to the Capital Stock of the Borrower in or from such initial public offering; 
 (xvii)
the Borrower and the Restricted Subsidiaries may make Restricted Payments consisting of Capital Stock in any Unrestricted Subsidiary, whether pursuant to a distribution, dividend or any other transaction not prohibited hereunder; 

(xviii) the making of any Restricted Payment within 60 days after the date of declaration thereof, if at the date of such
declaration such Restricted Payment would have complied with another provision of this Section 6.06(a); provided that the making of such Restricted Payment will reduce capacity for Restricted Payments pursuant to such other provision
when so made; 
 (xix) the Loan Parties and their Restricted Subsidiaries may make other Restricted Payments in an aggregate
amount, when taken together with all other Restricted Payments made pursuant to this clause (xix) not to exceed the greater of $50,000,000 and 2.0% of Consolidated Total Assets; 

(xx) distributions or payments of Securitization Fees, sales contributions and other transfers of Securitization Assets or
Receivables Assets and purchases of Securitization Assets or Receivables Assets pursuant to a Securitization Repurchase Obligations, in each case in connection with a Qualified Securitization Financing or a Receivables Facility; and 

(xxi) Restricted Payments to the Specified Captive Insurance Company (or to the direct or indirect parent of any Loan Party,
the proceeds of which are promptly contributed or distributed, directly or indirectly, to the Specified Captive Insurance Company), in an aggregate amount not to exceed (A) in the twelve month period commencing on the date that the Specified
Captive Insurance Company is formed, the greater of (x) $100,000,000 and (y) 4.0% of Consolidated Total Assets, and (B) in each twelve month period thereafter, the greater of (x) $35,000,000 and (y) 1.5% of Consolidated Total Assets. 

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

(i) payments in Capital Stock (so long as no Change in Control would result therefrom) and payments of interest in-kind of the Loan Parties and their Restricted Subsidiaries; 

  
 -86- 













 (ii) payments of regularly scheduled interest in respect of any Specified
Indebtedness (subject to applicable subordination provisions relating thereto); 
 (iii) prepayments in whole or in part of
Indebtedness permitted to be incurred pursuant to clause (cc) of the definition of Permitted Indebtedness; 
 (iv)
prepayment in whole or in part of Specified Indebtedness from any refinancing of such Specified Indebtedness with the proceeds of (x) any equity securities issued or capital contributions received by any Loan Party (or direct or indirect parent
of such Person) or any Restricted Subsidiary for the purpose of making such payment or prepayment and/or (y) other Indebtedness not prohibited hereunder; 

(v) so long as (x) no Event of Default has occurred and is continuing or would result therefrom and (y) on a Pro
Forma Basis the Consolidated Interest Coverage Ratio is at least 2.00 to 1.00 for the most recently ended period of four Fiscal Quarters for which financial statements have been or were required to be delivered hereunder, any Loan Party and any of
its Restricted Subsidiaries may make payments in respect of Specified Indebtedness from the portion of the Available Amount such Loan Party or such Restricted Subsidiary elects to apply pursuant to this clause (v); 

(vi) refinancings, replacements and renewals of Specified Indebtedness to the extent permitted under this Agreement; 

(vii) AHYDO catch-up payments relating to Permitted Indebtedness of the Borrower and
its Restricted Subsidiaries; 
 (viii) any such payments or other distributions in an amount not to exceed the greater of
$50,000,000 and 2.0% of Consolidated Total Assets; and 
 (ix) so long as (x) no Event of Default has occurred and is
continuing or would result therefrom and (y) on a Pro Forma Basis, the Consolidated Leverage Ratio as of the last day of the most recently ended Fiscal Quarter for which financial statements have been or are then required to have been delivered
hereunder would be less than or equal to 3.5 to 1.0, any Loan Party or any Restricted Subsidiary may make any payment on Specified Indebtedness. 

SECTION 6.07 Transactions with Affiliates. No Loan Party will, nor will it permit any of its Restricted Subsidiaries to, sell, lease or
otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates in each case with a fair market value in excess of
$5,000,000, except (a) transactions that are at prices and on terms and conditions, taken as a whole, not less favorable to such Loan Party or Restricted Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties,
(b) transactions between or among the Loan Parties and their Restricted Subsidiaries not otherwise prohibited hereunder, (c) compensation (including bonuses) and employee benefit arrangements paid to, indemnities provided for the benefit of,
and employment and severance arrangements entered into with, directors, officers, managers, consultants or employees of Parent, BCF Holdings, the Borrower or their Subsidiaries in the ordinary course of business, including in connection with the
“Amendment Transactions” (as defined in this Agreement prior to July 29, 2016) and any other transaction permitted hereunder, (d) [Reserved], (e) as set forth on Schedule 6.07, as these agreements and instruments may be amended, modified,
supplemented, extended, renewed or refinanced from time to time in accordance with the other terms of this covenant or to the extent not more disadvantageous to the Secured Parties in any material respect (taken as a whole), (f) [Reserved], (g)
payment of director’s fees, expenses and indemnities, (h) stock option, stock incentive, equity, bonus and other compensation plans of the Loan Parties and their Restricted Subsidiaries, (i) employment contracts with officers, management and
consultants of the Loan Parties and their Restricted Subsidiaries, (j) Restricted Payments to the extent specifically permitted under this Agreement, (k) advances and loans to officers and employees of the Loan Parties and their Restricted
Subsidiaries to the extent specifically permitted under this Agreement, (l) Investments 

  
 -87- 













 
consisting of notes from officers, directors and employees to purchase equity interests to the extent specifically permitted under this Agreement, (m) payments pursuant to the tax sharing
agreements among the Loan Parties and their Restricted Subsidiaries to the extent attributable to the ownership or operations of BCF Holdings and its Restricted Subsidiaries and to the extent permitted under Section 6.06(a)(ii), (n) other
transactions with Affiliates specifically permitted under this Agreement (including, without limitation, sale/leaseback transactions, Permitted Dispositions, Restricted Payments, Permitted Investments and Indebtedness), (o) payment of fees and
expenses pursuant to the “Amendment Transactions” (as defined in this Agreement prior to July 29, 2016), and other customary transaction fees payable to any Sponsor or its Affiliates by the Borrower and any Restricted Subsidiaries for
any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities (including in connection with acquisitions or divestitures), which payments are approved by a majority of the disinterested
members of the board of directors of the Borrower in good faith, (p) transactions between and among the Borrower and its Subsidiaries which are in the ordinary course of business and transactions between the Borrower, Parent and its direct or
indirect shareholders in the ordinary course of business with respect to the Capital Stock of Parent (or any direct or indirect parent entity), such as shareholder agreements, registration agreements and including providing expense reimbursement and
indemnities in respect thereof, (q) any transaction between or among the Borrower or any Restricted Subsidiary and any Affiliate of the Borrower or a joint venture or similar entity that would constitute an Affiliate transaction solely because
the Borrower or a Restricted Subsidiary owns Capital Stock in or otherwise controls such Affiliate, joint venture or similar entity, and (r) transactions in which the Borrower or any Restricted Subsidiary, as the case may be, delivers to the
Administrative Agent a letter from an independent financial advisor stating that such transaction is fair to the Borrower or such Restricted Subsidiary from a financial point of view or meets the requirements of clause (a) of this
Section 6.07. 
 SECTION 6.08 Restrictive Agreements. No Loan Party will, nor will it permit any of its Restricted Subsidiaries
to, directly or indirectly enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of any Loan Party to create, incur or permit to exist any Lien upon any of its
property or assets in favor of the Collateral Agent to secure Obligations under this Agreement then outstanding or (b) the ability of any Restricted Subsidiary thereof to pay dividends or other distributions with respect to any shares of its Capital
Stock to such Loan Party or to make or repay loans or advances to a Loan Party or to guarantee Indebtedness of the Loan Parties, provided that (i) the foregoing shall not apply to restrictions and conditions imposed by Applicable Law, by any Loan
Document, by any documents in existence on the Closing Date or under any documents relating to joint ventures of any Loan Party to the extent that such joint ventures are not prohibited hereunder and any Permitted Refinancing thereof, (ii) the
foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of assets or equity permitted hereunder by a Loan Party or a Restricted Subsidiary pending such sale, provided such restrictions and
conditions apply only to the assets of the Loan Party or Restricted Subsidiary that are to be sold and such sale is permitted hereunder, (iii) the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured
Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (iv) the foregoing shall not apply to customary provisions in contracts or leases restricting the
assignment, subleasing, sublicensing or transfer thereof, (v) the foregoing shall not apply to any agreement related to the ABL Facility, (vi) the foregoing shall not apply to licenses or contracts which by the terms of such licenses and contracts
prohibit the granting of Liens on the rights contained therein, (vii) the foregoing shall not apply to any restrictions in existence prior to the time any such Person became a Subsidiary (or was designated a Restricted Subsidiary) and not created in
contemplation of any such acquisition (or designation), (viii) in the case of restrictions of a type described in clause (b) above, the foregoing shall not apply to any restrictions in Indebtedness so long as such restrictions are not (I) materially
more onerous, taken as a whole, to the Borrower and its Subsidiaries than the terms of this Agreement or (II) either (X) the Borrower determines at the time of entry into such agreement or instrument that such encumbrances or restrictions will not
adversely affect, in any material respect, any Borrower’s ability to make principal or interest payments required hereunder or (Y) such encumbrance or restriction applies only during the continuance of a default relating to such agreement or
instrument, (ix) other agreements evidencing Indebtedness permitted by Section 6.01, provided that in each case under this clause (ix) such restrictions or conditions (x) apply solely to a Restricted Subsidiary that is not a Loan Party, (y) are no
more restrictive than the restrictions or conditions set forth in the Loan Documents, or (z) do not materially impair the Borrower’s ability to pay their respective obligations under the Loan Documents as and when due (as determined in good
faith by the Borrower), (x) restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale, provided that such restrictions and conditions apply only to the Subsidiary or assets that is or
are to be sold and such sale is permitted hereunder (or is reasonably expected to be 

  
 -88- 













 
permitted); (A) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the sale, transfer or other disposition of all or
substantially all of the Capital Stock or assets of such Subsidiary or (B) restrictions on transfers of assets subject to Liens permitted by Section 6.02 (but, with respect to any such Lien, only to the extent that such transfer
restrictions apply solely to the assets that are the subject of such Lien), (xi) customary provisions in shareholders agreements, joint venture agreements, organizational or constitutive documents or similar binding agreements relating to any joint
venture or non-wholly-owned Restricted Subsidiary and other similar agreements applicable to joint ventures and non-wholly-owned Restricted Subsidiaries and applicable
solely to such joint venture or non-wholly-owned Restricted Subsidiary and the Capital Stock issued thereby, (xii) any restrictions on cash or other deposits imposed by agreements entered into in the
ordinary course of business, (xiii) arise in connection with cash or other deposits permitted under Section 6.02 and Section 6.04, (xiv) are restrictions on cash or other deposits or net worth imposed by customers under contracts
entered into in the ordinary course of business and (xv) restrictions created in connection with any Qualified Securitization Financing. 

SECTION 6.09 Amendment of Material Documents. No Loan Party will amend, modify or waive any of its rights under (a) its Charter
Documents or (b) any Specified Indebtedness, in each case to the extent that such amendment, modification or waiver would reasonably likely have a Material Adverse Effect (other than any permitted refinancing). 

SECTION 6.10 Fiscal Year. No Loan Party will change its Fiscal Year without the consent of Administrative Agent. 

ARTICLE VII 
 Events of Default

 SECTION 7.01 Events of Default. If any of the following events (“Events of Default”) shall occur: 

(a) any Loan Party shall fail to pay any principal of any Term Loan when and as the same shall become due and payable, whether
at the due date thereof or at a date fixed for prepayment thereof or by acceleration or otherwise; 
 (b) any Loan Party
shall fail to pay any interest on any Term Loan or any fee or any other amount (other than an amount referred to in Section 7.01(a)) as the same shall become due and payable under this Agreement or any other Loan Document and such failure
continues for five (5) Business Days; 
 (c) any representation or warranty made or deemed made by or on behalf of any
Loan Party in, or in connection with, any Loan Document or any amendment or modification thereof or waiver thereunder (including, without limitation, in any certificate of a Financial Officer accompanying any financial statement) shall prove to have
been incorrect in any material respect when made or deemed made; 
 (d) any Loan Party shall fail to observe or perform when
due any covenant, condition or agreement contained in (i) any other Section of Article VI or (ii) in any of Section 5.02(a), Section 5.07 or Section 5.11 (provided that, if (A) any such Default described in this
clause (ii) is of a type that can be cured within 5 Business Days and (B) such Default could not materially adversely impact the Lenders’ Liens on the Collateral, such default shall not constitute an Event of Default for 5 Business
Days after the occurrence of such Default so long as the Loan Parties are diligently pursuing the cure of such Default); 

(e) any Loan Party shall fail to observe or perform when due any covenant, condition or agreement contained in any Loan
Document (other than those specified in Section 7.01(a), Section 7.01(b), Section 7.01(c), or Section 7.01(d)), and such failure shall continue unremedied for a period of thirty (30) days after written notice thereof from
the Administrative Agent to the Borrower; 
 (f) (i) any Loan Party shall fail to make any payment (whether of principal
or interest and regardless of amount) in respect of any Material Indebtedness when and as the same shall become due and 

  
 -89- 













 
payable (after giving effect to the expiration of any grace or cure period set forth therein) or (ii) any event or condition occurs that results in any Material Indebtedness becoming due
prior to its scheduled maturity or (iii) any event or condition occurs that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any such Material Indebtedness or any trustee or agent on
its or their behalf to cause any such Material Indebtedness (x) to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity, which default, event or condition is not being contested
in good faith; provided that (w) any event of default under the ABL Facility shall not constitute a Default or Event of Default under this clause (f)(iii) unless the commitments thereunder have been terminated or the loans thereunder
have been accelerated, or (y) this paragraph (f) shall not apply to (I) secured Indebtedness that becomes due as a result of the sale, transfer or other disposition (including as a result of a casualty or
condemnation event) of the property or assets securing such Indebtedness (to the extent such sale, transfer or other disposition is not prohibited under this Agreement), (II) Indebtedness which is convertible into Capital Stock of the Borrower or
Capital Stock of any direct or indirect parent of the Borrower and converts to such Capital Stock in accordance with its terms, or (III) any breach or default that (X) is remedied by the Borrower or the applicable Restricted Subsidiary or
(Y) waived (including in the form of amendment) by the requisite holders of the applicable item of Material Indebtedness, in either case, prior to the acceleration of all the Term Loans pursuant to this Section 7.01; 

(g) a Change in Control shall occur; 

(h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation,
reorganization or other relief in respect of any Loan Party or its debts, or of a substantial part of its assets, under the Bankruptcy Code or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter
in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Loan Party or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue
undismissed for sixty (60) days or an order or decree approving or ordering any of the foregoing shall be entered; 

(i) any Loan Party shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization
or other relief under the Bankruptcy Code or any other federal, state, provincial or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and
appropriate manner, any proceeding or petition described in Section 7.01(h), (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Loan Party or for a substantial
part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors, or (vi) take any corporate action for the
purpose of authorizing any of the foregoing; 
 (j) [Reserved]; 

(k) one or more final judgments for the payment of money in an aggregate amount in excess of $75,000,000 (or such lesser amount
as would reasonably be expected to result in a Material Adverse Effect or an Event of Default under the ABL Agreement) in excess of insurance coverage (or indemnities from indemnitors reasonably satisfactory to the Agents) shall be rendered against
any Loan Party or any Restricted Subsidiary (other than an Immaterial Subsidiary) and the same shall remain undischarged for a period of sixty (60) days during which execution shall not be effectively stayed, satisfied or bonded or any action
shall be legally taken by a judgment creditor to attach or levy upon any material assets of any Loan Party to enforce any such judgment; 

(l) an ERISA Event shall have occurred that when taken together with all other ERISA Events that have occurred, would
reasonably be expected to result in a Material Adverse Effect; 
 (m) any challenge by or on behalf of any Loan Party to the
validity of any Loan Document or the applicability or enforceability of any Loan Document strictly in accordance with the subject Loan Document’s terms or which seeks to void, avoid, limit, or otherwise adversely affect any security interest
created by or in any Loan Document or any payment made pursuant thereto; 

  
 -90- 













 (n) any challenge by or on behalf of any other Person to the validity of any
Loan Document or the applicability or enforceability of any Loan Document strictly in accordance with the subject Loan Document’s terms or which seeks to void, avoid, limit, or otherwise adversely affect any security interest created by or in
any Loan Document or any payment made pursuant thereto, in each case, as to which an order or judgment has been entered materially adverse to the Agents and the Lenders; 

(o) any Lien purported to be created under any Security Document shall cease to be, or shall be asserted by any Loan Party not
to be, a valid and perfected Lien on any such Collateral, with the priority required by (but subject to the limitations set forth in) the applicable Security Document and this Agreement except (i) as a result of the sale, release or other
disposition of the applicable Collateral in a Permitted Disposition or other transaction permitted under the Loan Documents, (ii) relating to an immaterial amount of Collateral or (iii) as a result of the failure of the Collateral Agent,
through its acts or omissions and through no fault of the Loan Parties, to maintain the perfection or priority of its Liens in accordance with Applicable Law; or 

(p) the termination of the Facility Guarantee or any other material guaranty of the Obligations (except, in each case for any
release or termination permitted hereunder); 
 then, and in every such event (other than an event with respect to the Borrower described in
Section 7.01(h) or Section 7.01(i)), and at any time thereafter during the continuance of such event the Administrative Agent at the request of the Required Lenders, shall, by notice to the Borrower, take any or all of the following
actions, at the same or different times: (a) require each of the following to become immediately due and payable, in each case without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by
each Loan Party to the extent permitted under Applicable Law: (i) the unpaid principal amount of and accrued interest on the Term Loans and (ii) all other Obligations; and (b) subject to the Intercreditor Agreements, cause the
Collateral Agent to enforce any and all Liens and security interests created pursuant to the Security Documents. In the case of any event with respect to the Borrower described in Section 7.01(h) or Section 7.01(i), (a) each of the
following shall automatically become immediately due and payable, in each case without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by each Loan Party to the extent permitted under
Applicable Law: (i) the unpaid principal amount of and accrued interest on the Term Loans and (ii) all other Obligations, and (b) Administrative Agent may, subject to the Intercreditor Agreements, cause Collateral Agent to enforce any
and all Liens and security interests created pursuant to Collateral Documents. 
 Notwithstanding anything to the contrary herein, in connection with any determination as to whether the requisite Lenders
have (A) consented (or not consented) to any amendment or waiver of any provision of this Agreement or any other Loan Document or any departure by any Loan Party therefrom, (B) otherwise acted on any matter related to any Loan Document, or
(C) directed or required the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) with respect to or under any Loan Document, any Lender (other than a Regulated Bank or an Arranger) that, as a result of
its interest in any total return swap, total rate of return swap, credit default swap or other derivative contract (other than any such total return swap, total rate of return swap, credit default swap or other derivative contract entered into
pursuant to bona fide market making activities), has a net short position with respect to the Term Loans and/or Commitments (each, a “Net Short Lender”) shall have no right to vote any of its Term Loans and Commitments and shall be deemed
to have voted its interest as a Lender without discretion in the same proportion as the allocation of voting with respect to such matter by Lenders who are not Net Short Lenders (in each case unless otherwise agreed to in writing by the Borrower in
its sole discretion). For purposes of determining whether a Lender has a “net short position” on any date of determination: (i) derivative contracts with respect to the Term Loans and Commitments and such contracts that are the
functional equivalent thereof shall be counted at the notional amount thereof in Dollars, (ii) notional amounts in other currencies shall be converted to the dollar equivalent thereof by such Lender in a commercially reasonable manner
consistent with generally accepted financial practices and based on the prevailing conversion rate (determined on a mid-market basis) on the date of determination, (iii) derivative contracts in respect of
an index that includes any of the Borrower or other Loan Parties or any instrument issued or guaranteed by any of the Borrower or other Loan Parties shall not be deemed to create a short position with respect to the Term Loans and/or 

  
 -91- 













 
Commitments, so long as (x) such index is not created,
designed, administered or requested by such Lender and (y) the Borrower and other Loan Parties and any instrument issued or guaranteed by any of the Borrower or other Loan Parties, collectively, shall represent less than 5% of the components of
such index, (iv) derivative transactions that are documented using either the 2014 ISDA Credit Derivatives Definitions or the 2003 ISDA Credit Derivatives Definitions (collectively, the “ISDA CDS Definitions”) shall be deemed to
create (1) a short position with respect to the Term Loans and/or Commitments if such Lender is a protection buyer or the equivalent thereof for such derivative transaction or (2) a long position with respect to the Term Loans and/or
Commitments if such Lender is a protection seller or the equivalent thereof for such derivative transaction and, in the case of clauses (1) and (2), (x) the Term Loans or the Commitments are a “Reference Obligation” under the terms of
such derivative transaction (whether specified by name in the related documentation, included as a “Standard Reference Obligation” on the most recent list published by Markit, if “Standard Reference Obligation” is specified as
applicable in the relevant documentation or in any other manner), (y) the Term Loans or the Commitments would be a “Deliverable Obligation” under the terms of such derivative transaction or (z) any of the Loan Parties(or any of their
successors) is designated as a “Reference Entity” under the terms of such derivative transactions and (v) credit derivative transactions or other derivatives transactions not documented using the ISDA CDS Definitions shall be deemed
to create (x) a short position with respect to the Term Loans and/or Commitments if such transactions are functionally equivalent to a transaction that offers the Lender protection in respect of the Term Loans or the Commitments, or as to the
credit quality of any of the Loan Parties and (y) a long position with respect to the Term Loans and/or Commitments if such transactions are functionally equivalent to a transaction pursuant to which the Lender provides protection in respect to
the Term Loans or the Commitments, or as to the credit quality of any of the Loan Parties, other than, in each case, as part of an index so long as (1) such index is not created, designed, administered or requested by such Lender and
(2) the Loan Parties and any instrument issued or guaranteed by any of the Loan Parties collectively, shall represent less than 5% of the components of such index. 

In
connection with any such determination, each Lender (other than a Regulated Bank or an Arranger) shall promptly notify the Administrative Agent in writing that it is a Net Short Lender, or shall otherwise be deemed to have represented and warranted
to the Borrower and the Administrative Agent that it is not a Net Short Lender (it being understood and agreed that the Borrower and the Administrative Agent shall be entitled to conclusively rely on each such representation and deemed
representation and shall have no duty to (x) inquire as to or investigate the accuracy of any such representation or deemed representation, (y) verify any statements in any officer’s certificates delivered to it or (z) otherwise
ascertain or monitor whether any Lender or prospective Lender is a Net Short Lender or make any calculations, investigations or determinations with respect to any derivative contracts and/or net short positions). Without limiting the foregoing, the
Administrative Agent shall not (A) be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions hereof relating to the Net Short Lenders or (B) have any liability
with respect to or arising out of any assignment or participation of Term Loans to any Net Short Lender. 

SECTION 7.02 Remedies on Default. In case any one or more of the Events of Default shall have occurred and be continuing, and whether
or not the maturity of the Obligations shall have been accelerated pursuant hereto, the Agents may (at the direction of the Required Lenders) proceed to protect and enforce their rights and remedies under this Agreement or any of the other Loan
Documents (and subject to the terms thereof) by suit in equity, action at law or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement and the other Loan Documents or any
instrument pursuant to which the Obligations are evidenced, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Secured Parties. No remedy herein
is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or any other provision of
law. 
 SECTION 7.03 Application of Proceeds. After the occurrence and during the continuance of any Event of Default and
acceleration of the Obligations, all proceeds realized from any Loan Party or on account of any Collateral owned by a Loan Party or, without limiting the foregoing, on account of any Prepayment Event or Excess Cash Flow, any payments in respect of
any Obligations and all proceeds of the Collateral, shall be applied in the following order: 

  
 -92- 













 (a) FIRST, ratably to pay the Obligations in respect of any Credit Party
Expenses, indemnities and other amounts then due to the Agents until paid in full; 
 (b) SECOND, ratably to pay any Credit
Party Expenses and indemnities, and to pay any fees then due to the Lenders, until paid in full; 
 (c) THIRD, ratably to pay
interest accrued in respect of the Obligations until paid in full; 
 (d) FOURTH, to pay principal due in respect of the Term
Loans until paid in full; 
 (e) FIFTH, to pay all other Obligations until paid in full; and 

(f) SIXTH, to the Borrower or such other Person entitled thereto under Applicable Law. 

ARTICLE VIII 
 The Agents

 SECTION 8.01 Appointment and Administration by Administrative Agent. Each Credit Party hereby irrevocably designates JPMorgan
Chase Bank, N.A. as Administrative Agent under this Agreement and the other Loan Documents. The general administration of the Loan Documents shall be by the Administrative Agent. The Credit Parties each hereby (a) irrevocably authorizes the
Administrative Agent (i) to enter into the Loan Documents to which it is a party, and (ii) at its discretion, to take or refrain from taking such actions as agent on its behalf and to exercise or refrain from exercising such powers under
the Loan Documents as are delegated by the terms hereof or thereof, as appropriate, together with all powers reasonably incidental or related thereto, and (b) agrees and consents to all of the provisions of the Security Documents. The
Administrative Agent shall have no duties or responsibilities except as set forth in this Agreement and the other Loan Documents, nor shall it have any fiduciary relationship with any other Credit Party, and no implied covenants, responsibilities,
duties, obligations, or liabilities shall be read into the Loan Documents or otherwise exist against the Administrative Agent. 
 SECTION
8.02 Appointment of Collateral Agent. Each Secured Party hereby irrevocably designates JPMorgan Chase Bank, N.A. as Collateral Agent under this Agreement and the other Loan Documents. The Secured Parties each hereby (i) irrevocably
authorizes the Collateral Agent (x) to enter into the Loan Documents to which it is a party, and (y) at its discretion, to take or refrain from taking such actions as agent on its behalf and to exercise or refrain from exercising such
powers under the Loan Documents as are delegated by the terms hereof or thereof, as appropriate, together with all powers reasonably incidental or related thereto, and (ii) agrees and consents to all of the provisions of the Security Documents.
All Collateral shall be held or administered by the Collateral Agent (or its duly-appointed agent) for its own benefit and for the ratable benefit of the other Credit Parties. Any proceeds received by the Collateral Agent from the foreclosure, sale,
lease or other disposition of any of the Collateral and any other proceeds received pursuant to the terms of the Security Documents or the other Loan Documents shall be paid over to the Administrative Agent for application as provided in this
Agreement and the other Loan Documents. The Collateral Agent shall have no duties or responsibilities except as set forth in this Agreement and the other Loan Documents, nor shall it have any fiduciary relationship with any other Secured Party, and
no implied covenants, responsibilities, duties, obligations, or liabilities shall be read into the Loan Documents or otherwise exist against the Collateral Agent. 

SECTION 8.03 Sharing of Excess Payments. Except as otherwise provided in this Agreement, at any time or times any Lender shall receive
(i) by payment, foreclosure, setoff, banker’s lien, counterclaim, or otherwise, or any payments with respect to the Obligations owing to such Secured Party arising under, or relating to, this Agreement or the other Loan Documents, or (ii)
payments from the Administrative Agent in excess of such Secured Party’s ratable portion of all such distributions by the Administrative Agent, such Secured Party shall promptly (1) turn the same over to the Administrative Agent, in kind, and
with such endorsements as may be required to negotiate the same to the Administrative Agent, or in same day funds, as applicable, for the account of all of the Secured Parties and for application to the Obligations in accordance with the applicable
provisions of this Agreement, or (2) purchase, without recourse or warranty, an undivided interest and participation in the Obligations 

  
 -93- 













 
owed to the other Secured Parties so that such excess payment received shall be applied ratably as among the Secured Parties in accordance with the provisions of Section 2.17 or
Section 7.03, as applicable; provided, however, that if all or part of such excess payment received by the purchasing party is thereafter recovered from it, those purchases of participations shall be rescinded in whole or in part,
as applicable, and the applicable portion of the purchase price paid therefor shall be returned to such purchasing party, but without interest except to the extent that such purchasing party is required to pay interest in connection with the
recovery of the excess payment. In no event shall the provisions of this paragraph be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (or any other Loan Document) or any
payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Term Loans to any assignee or participant, other than, except as provided in this Agreement or may be approved by the Required Lenders, to
the Borrower or any Subsidiary thereof (as to which provisions of this paragraph shall apply). 
 SECTION 8.04 Agreement of Applicable
Lenders. Upon any occasion requiring or permitting an approval, consent, waiver, election or other action on the part of the Applicable Lenders, action shall be taken by each Agent for and on behalf or for the benefit of all Credit Parties upon
the direction of the Applicable Lenders, and any such action shall be binding on all Credit Parties. No amendment, modification, consent, or waiver shall be effective except in accordance with the provisions of Section 9.02. 

SECTION 8.05 Liability of Agents. 

(a) The Agents, when acting on behalf of the Credit Parties, may execute any of their respective duties under this Agreement or any of the
other Loan Documents by or through any of their respective officers, agents and employees, and no Agent nor any of their respective directors, officers, agents or employees shall be liable to any other Secured Party for any action taken or omitted
to be taken in good faith, or be responsible to any other Secured Party for the consequences of any oversight or error of judgment, or for any loss, except to the extent of any liability imposed by law by reason of such Agent’s own gross
negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). No Agent nor any of their respective directors, officers, agents and employees
shall in any event be liable to any other Secured Party for any action taken or omitted to be taken by it pursuant to instructions received by it from the Applicable Lenders, or in reliance upon the advice of counsel selected by it. Without limiting
the foregoing no Agent, nor any of their respective directors, officers, employees, or agents shall be: (i) responsible to any other Secured Party for the due execution, validity, genuineness, effectiveness, sufficiency, or enforceability of,
or for any recital, statement, warranty or representation in, this Agreement, any other Loan Document or any related agreement, document or order
(including, for the avoidance of doubt, in connection with the Agents’ reliance on any Electronic Signature
transmitted by telecopy, emailed pdf, or any other electronic means that reproduces an image of an actual executed signature page); (ii) required to ascertain or to make any inquiry concerning the
performance or observance by any Loan Party of any of the terms, conditions, covenants, or agreements of this Agreement or any of the Loan Documents; (iii) responsible to any other Secured Party for the state or condition of any properties of
the Loan Parties or any other obligor hereunder constituting Collateral for the Obligations or any information contained in the books or records of the Loan Parties; (iv) responsible to any other Secured Party for the validity, enforceability,
collectability, effectiveness or genuineness of this Agreement or any other Loan Document or any other certificate, document or instrument furnished in connection therewith; or (v) responsible to any other Secured Party for the validity,
priority or perfection of any Lien securing or purporting to secure the Obligations or for the value or sufficiency of any of the Collateral. 

(b) The Agents may execute any of their duties under this Agreement or any other Loan Document by or through their agents or attorneys-in-fact, and shall be entitled to the advice of counsel concerning all matters pertaining to its rights and duties hereunder or under the other Loan Documents. The
Agents shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by them with reasonable care. 

(c) None of the Agents nor any of their respective directors, officers, employees, or agents shall have any responsibility to any Loan Party
on account of the failure or delay in performance or breach by any other Secured Party (other than by each such Agent in its capacity as a Lender) of any of its respective obligations under this Agreement or any of the other Loan Documents or in
connection herewith or therewith. 

  
 -94- 













 (d) The Agents shall be entitled to rely, and shall be fully protected in relying, upon any
notice, consent, certificate, affidavit, or other document or writing believed by them in good faith to be genuine and correct and to have been signed, sent or made by the proper person or persons, and upon the advice and statements of legal counsel
(including, without, limitation, counsel to the Loan Parties), independent accountants and other experts selected by any Loan Party or any Secured Party. The Agents shall be fully justified in failing or refusing to take any action under this
Agreement or any other Loan Document unless they shall first receive such advice or concurrence of the Applicable Lenders as they deem appropriate or they shall first be indemnified to their satisfaction by the other Secured Parties against any and
all liability and expense which may be incurred by them by reason of the taking or failing to take any such action. 
 SECTION 8.06
Notice of Default. No Agent shall be deemed to have knowledge or notice of the occurrence of any Default or Event of Default unless such Agent has actual knowledge of the same or has received notice from a Secured Party or Loan Party
referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default.” In the event that an Agent obtains such actual knowledge or receives such a notice, such Agent shall give
prompt notice thereof to each of the other Secured Parties. Upon the occurrence of an Event of Default, the Agents shall (subject to the provisions of Section 9.02) take such action with respect to such Default or Event of Default as shall be
reasonably directed by the Required Lenders. Unless and until the Agents shall have received such direction, the Agents may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to any such Default or
Event of Default as they shall deem advisable in the best interest of the Secured Parties. In no event shall the Agents be required to comply with any such directions to the extent that the Agents believe that their compliance with such directions
would be unlawful. 
 SECTION 8.07 Credit Decisions. Each Secured Party (other than the Agents) acknowledges that it has,
independently and without reliance upon the Agents or any other Secured Party, and based on the financial statements prepared by the Loan Parties and such other documents and information as it has deemed appropriate, made its own credit analysis and
investigation into the business, assets, operations, property, and financial and other condition of the Loan Parties and has made its own decision to enter into this Agreement and the other Loan Documents. Each Credit Party (other than the Agents)
also acknowledges that it will, independently and without reliance upon the Agents or any other Secured Party, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in
determining whether or not conditions precedent to closing any Revolving Credit Loan hereunder have been satisfied and in taking or not taking any action under this Agreement and the other Loan Documents. 

SECTION 8.08 Reimbursement and Indemnification. Each Secured Party (other than the Agents) agrees to (i) reimburse the Agents for
such Secured Party’s pro rata share of all Obligations held by such Secured Party of (x) any expenses and fees incurred by any Agent for the benefit of Secured Parties under this Agreement and any of the other Loan Documents, including,
without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Secured Parties, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan
Parties, and (y) any expenses of any Agent incurred for the benefit of the Secured Parties that the Loan Parties have agreed to reimburse pursuant to this Agreement or any other Loan Document and have failed to so reimburse, and
(ii) indemnify and hold harmless each Agent and any of their respective directors, officers, employees, or agents, on demand, in the amount of such Secured Party’s pro rata share of all Obligations held by such Secured Party, from and
against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any Secured Party
in any way relating to or arising out of this Agreement or any of the other Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the other Loan Documents to the extent not reimbursed by the Loan Parties,
including, without limitation, costs of any suit initiated by each Agent against any Secured Party (except such as shall have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Agent); provided, however, that the unreimbursed expense or indemnified loss, claim, damage, liability
or related expense, as the case may be, was incurred by or asserted against such Secured Party in its capacity as such. The provisions of this Section 8.08 shall survive the repayment of the Obligations and the termination of the Commitments.


  
 -95- 













 SECTION 8.09 Rights of Agents. It is understood and agreed that the Agents shall have
the same rights and powers hereunder (including the right to give such instructions) as the other Lenders and may exercise such rights and powers, as well as their rights and powers under other agreements and instruments to which they are or may be
party, and engage in other transactions with the Loan Parties, as though they were not the Agents. Each Agent and their respective Affiliates may accept deposits from, lend money to, and generally engage in any kind of commercial or investment
banking, trust, advisory or other business with the Loan Parties and their Affiliates as if it were not an Agent thereunder. 
 SECTION 8.10
Notice of Transfer. The Administrative Agent may deem and treat a Lender party to this Agreement as the owner of such Lender’s portion of the Obligations for all purposes, unless and until, and except to the extent, an Assignment and
Acceptance shall have become effective as set forth in Section 9.04. 
 SECTION 8.11 Successor Agents. Any Agent may resign at
any time by giving thirty (30) Business Days’ written notice thereof to the other Secured Parties and the Borrower. Upon any such resignation of an Agent, the Required Lenders shall have the right to appoint a successor Agent, which, so
long as there is no payment or bankruptcy Event of Default, shall be reasonably satisfactory to the Borrower (whose consent in any event shall not be unreasonably withheld, delayed or conditioned). If no successor Agent shall have been so appointed
by the Required Lenders and/or none shall have accepted such appointment within thirty (30) days after the retiring Agent’s giving of notice of resignation, the retiring Agent may, on behalf of the other Secured Parties, appoint a
successor Agent which shall be a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $1,000,000,000, or capable of complying
with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no payment or bankruptcy Event of Default, shall be
reasonably satisfactory to the Borrower (whose consent shall not in any event be unreasonably withheld, delayed or conditioned). Upon the acceptance of any appointment as Agent by a successor Agent, such successor Agent shall thereupon succeed to
and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent’s resignation hereunder as such
Agent, the provisions of this Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement. 

SECTION 8.12 Relation Among the Lenders. The Lenders are not partners or co-venturers, and no
Lender shall be liable for the acts or omissions of, or (except as otherwise set forth herein in case of any Agent) authorized to act for, any other Lender. 

SECTION 8.13 Reports and Financial Statements. By signing this Agreement, each Lender: 

(a) is deemed to have requested that the Agents furnish such Lender, promptly after they become available, copies of all
financial statements required to be delivered by the Borrower hereunder and all commercial finance examinations and appraisals of the Collateral received by the Agents (collectively, the “Reports”) (and the Agents agree to furnish
such Reports promptly to the Lenders, which Reports may be furnished in accordance with the final paragraph of Section 5.01); 

(b) expressly agrees and acknowledges that no Agent makes any representation or warranty as to the accuracy of the Reports, and
shall not be liable for any information contained in any Report; 
 (c) expressly agrees and acknowledges that the Reports
are not comprehensive audits or examinations, that the Agents or any other party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and
records, as well as on representations of the Loan Parties’ personnel; 
 (d) agrees to keep all Reports confidential
and strictly for its internal use, and not to distribute except to its participants, or use any Report in any other manner; and 

  
 -96- 













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

SECTION 8.14 Agency for Perfection. Each Lender hereby appoints each other Lender as agent for the purpose of perfecting Liens for the
benefit of the Agents and the Secured Parties, in assets which, in accordance with Article 9 of the UCC or any other Applicable Law of the United States of America can be perfected only by possession or control. Should any Secured Party (other than
an Agent) obtain possession or control of any such Collateral, such Secured Party shall notify the Collateral Agent thereof, and, promptly upon the Collateral Agent’s request therefor shall deliver such Collateral to the Collateral Agent, or
otherwise deal with such Collateral in accordance with the Collateral Agent’s instructions. 
 SECTION 8.15 Authority to Enter Into
Intercreditor Agreements. The Administrative Agent and Collateral Agent are hereby authorized, without any further consent of any Lender (other than the consent of the Required Lenders provided in connection with this Agreement) to enter into
(a) any Pari Passu Lien Intercreditor Agreement or Second Lien Intercreditor Agreement (together with (i) any immaterial changes thereto and (ii) material changes thereto in light of prevailing market conditions, which material
changes shall be posted to the Lenders not less than five Business Days before execution thereof and, if the Required Lenders shall not have objected to such changes within five Business Days after posting, then the Required Lenders shall be deemed
to have agreed that the Administrative Agent’s and/or Collateral Agent’s entry into such intercreditor agreement (with such changes) is reasonable and to have consented to such intercreditor agreement (with such changes) and to the
Administrative Agent’s and/or Collateral Agent’s execution thereof, in each case in form and substance reasonably satisfactory to the Administrative Agent and/or Collateral) with the holders of any Qualifying Secured Debt (or their
agents), (b) to amend any Intercreditor Agreement in order to include the holders of such Qualifying Secured Debt appropriately therein. 

SECTION 8.16 Collateral Matters. 

(a) The Lenders hereby irrevocably authorize the Collateral Agent to release any Lien upon any Collateral (i) upon the termination
of the Commitments and payment and satisfaction in full of all Obligations (other than contingent obligations with respect to then unasserted claims), (ii) constituting property being sold, transferred or disposed of in a Permitted Disposition to a
Person that is not a Loan Party, (iii) which constitutes property subject to the proviso in the definition of “Collateral” in the Security Agreement or subject to the proviso in Section 2.1 of the Pledge Agreement, (iv) as
provided in any Intercreditor Agreement, including the ABL Intercreditor Agreement with respect to Revolver Priority Collateral and (v) as to the Collateral of any Facility Guarantor, upon its release from its Facility Guarantee (including as a
result of designation as an Unrestricted Subsidiary). Except as provided above, the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Applicable Lenders. Upon request by any
Agent or any Loan Party at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release any Liens upon particular types or items of Collateral pursuant to this Section 8.16. 

(b) The Collateral Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence
the release of the Liens upon any Collateral described in Section 8.16(a); provided, however, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in its reasonable opinion, would,
under Applicable Law, expose the Collateral Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner
discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Loan Party in respect of) all interests retained by any Loan Party, including (without limitation) the proceeds of any
sale, all of which shall continue to constitute part of the Collateral. 

  
 -97- 













 (c) Each Lender irrevocably authorizes each of the Administrative Agent and the Collateral
Agent to (i) release any Guarantor from its obligations under a Facility Guarantee if such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted hereunder and (ii) upon the request of the
Borrower and pursuant to documentation reasonably acceptable to the Administrative Agent and/or Collateral Agent, to subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document
to the holder of any Lien on such property that is permitted under clause (f), (h) or (t) of the definition of Permitted Encumbrances. 

(d) The Secured Parties hereby irrevocably authorize the Administrative Agent, at the direction of the Required Lenders, to credit bid all or
any portion of the Obligations (including by accepting some or all of the Collateral in satisfaction of some or all of the Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through
one or more acquisition vehicles) all or any portion of the Collateral (a) at any sale thereof conducted under the provisions of the Bankruptcy Code, including under Sections 363, 1123 or 1129 of the Bankruptcy Code, or any similar laws in any
other jurisdictions to which a Loan Party is subject, or (b) at any other sale, foreclosure or acceptance of collateral in lieu of debt conducted by (or with the consent or at the direction of) the Administrative Agent (whether by judicial
action or otherwise) in accordance with any applicable law. In connection with any such credit bid and purchase, the Obligations owed to the Secured Parties shall be entitled to be, and shall be, credit bid by the Administrative Agent at the
direction of the Required Lenders on a ratable basis (with Obligations with respect to contingent or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that shall vest upon the liquidation of such claims in
an amount proportional to the liquidated portion of the contingent claim amount used in allocating the contingent interests) for the asset or assets so purchased (or for the equity interests or debt instruments of the acquisition vehicle or vehicles
that are issued in connection with such purchase). In connection with any such bid (i) the Administrative Agent shall be authorized to form one or more acquisition vehicles and to assign any successful credit bid to such acquisition vehicle or
vehicles (ii) each of the Secured Parties’ ratable interests in the Obligations which were credit bid shall be deemed without any further action under this Agreement to be assigned to such vehicle or vehicles for the purpose of closing
such sale, (iii) the Administrative shall be authorized to adopt documents providing for the governance of the acquisition vehicle or vehicles (provided that any actions by the Administrative Agent with respect to such acquisition
vehicle or vehicles, including any disposition of the assets or equity interests thereof, shall be governed, directly or indirectly, by, and the governing documents shall provide for, control by the vote of the Required Lenders or their permitted
assignees under the terms of this Agreement or the governing documents of the applicable acquisition vehicle or vehicles, as the case may be, irrespective of the termination of this Agreement and without giving effect to the limitations on actions
by the Required Lenders contained in Section 9.02 of this Agreement), (iv) the Administrative Agent on behalf of such acquisition vehicle or vehicles shall be authorized to issue to each of the Secured Parties, ratably on account of the
relevant Obligations which were credit bid, interests, whether as equity, partnership, limited partnership interests or membership interests, in any such acquisition vehicle and/or debt instruments issued by such acquisition vehicle, all without the
need for any Secured Party or acquisition vehicle to take any further action, and (v) to the extent that Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of another bid being
higher or better, because the amount of Obligations assigned to the acquisition vehicle exceeds the amount of Obligations credit bid by the acquisition vehicle or otherwise), such Obligations shall automatically be reassigned to the Secured Parties
pro rata and the equity interests and/or debt instruments issued by any acquisition vehicle on account of such Obligations shall automatically be cancelled, without the need for any Secured Party or any acquisition vehicle to take any further
action. Notwithstanding that the ratable portion of the Obligations of each Secured Party are deemed assigned to the acquisition vehicle or vehicles as set forth in clause (ii) above, each Secured Party shall execute such documents and provide
such information regarding the Secured Party (and/or any designee of the Secured Party which will receive interests in or debt instruments issued by such acquisition vehicle) as the Administrative Agent may reasonably request in connection with the
formation of any acquisition vehicle, the formulation or submission of any credit bid or the consummation of the transactions contemplated by such credit bid. 

SECTION 8.17
Arrangers. Notwithstanding the provisions of this Agreement
or any of the other Loan Documents,
theno
 Arranger shall have
noany
 powers, rights, duties, responsibilities or liabilities with respect to this Agreement and the other Loan Documents in its capacity as such. 

  
 -98- 













 SECTION 8.18 Withholding Taxes. To the extent required by any applicable law, the
Administrative Agent may deduct or withhold from any payment to any Lender 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 Lender (because the appropriate form was not delivered, was not properly executed, or because such Lender 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 Lender shall indemnify and hold harmless the Administrative Agent (to the extent that the Administrative Agent
has not already been reimbursed by the Borrower pursuant to Sections 2.14 and 2.23 and without limiting, expanding or otherwise affecting any obligation of the Borrower 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 Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and
apply any amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 8.18. The agreements in this Section 8.18 shall survive the resignation
and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Agreement and the repayment, satisfaction or discharge of all other obligations. 

SECTION 8.19
Acknowledgements of Lenders. 

(a) Each
Lender hereby agrees that (x) if the Administrative Agent notifies such Lender that the Administrative Agent has determined in its sole discretion that any funds received by such Lender from the Administrative Agent or any of its
Affiliates (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a “Payment”) were erroneously transmitted to such Lender (whether or not known to such Lender), and demands
the return of such Payment (or a portion thereof), such Lender shall promptly, but in no event later than one Business Day thereafter, return to the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand
was made in same day funds, together with interest thereon in respect of each day from and including the date such Payment (or portion thereof) was received by such Lender to the date such amount is repaid to the Administrative Agent at the greater
of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect, and (y) to the extent permitted by applicable law, such Lender shall not
assert, and hereby waives, as to the Administrative Agent, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for
the return of any Payments received, including without limitation any defense based on “discharge for value” or any similar doctrine. A notice of the Administrative Agent to any Lender under this Section 8.19 shall be conclusive,
absent manifest error. 
 (b) Each Lender hereby further agrees that if it receives a Payment from the Administrative Agent or any of its
Affiliates (x) that is in a different amount than, or on a different date from, that specified in a notice of payment sent by the Administrative Agent (or any of its Affiliates) with respect to such Payment (a “Payment Notice”) or
(y) that was not preceded or accompanied by a Payment Notice, it shall be on notice, in each such case, that an error has been made with respect to such Payment. Each Lender agrees that, in each such case, or if it otherwise becomes aware a
Payment (or portion thereof) may have been sent in error, such Lender shall promptly notify the Administrative Agent of such occurrence and, upon demand from the Administrative Agent, it shall promptly, but in no event later than one Business Day
thereafter, return to the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect of each day from and including the date such Payment
(or portion thereof) was received by such Lender to the date such amount is repaid to the Administrative Agent at the greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank
compensation from time to time in effect. 
 (c) The Borrower and each other Loan Party hereby agrees that (x) in the event an erroneous Payment (or portion thereof)
is not recovered from any Lender that has received such Payment (or portion thereof) for any reason, the Administrative Agent shall be subrogated to all the rights of such Lender with respect to such amount and (y) an erroneous Payment shall
not pay, prepay, repay, discharge or otherwise satisfy any Loan Document Obligations owed by the Borrower or any other Loan Party, except, in each case, to the extent such erroneous


  
 -99- 













 
Payment (or portion thereof) is, and solely with respect to the
amount of such erroneous Payment (or portion thereof) that is, comprised of funds of the Borrower or any Loan Party remitted to the Administrative Agent in order to make payment on a Loan Document Obligation. 

(d) Each
party’s obligations under this Section 8.19 shall survive the resignation or replacement of the Administrative Agent or any transfer of rights or obligations by, or the replacement of, a Lender, the termination of the Commitments or the
repayment, satisfaction or discharge of all Loan Document Obligations. 
 SECTION 8.20 SECTION 8.19 Certain ERISA Matters. 

(a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants,
from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, the
Arranger and
itsArrangers and their respective Affiliates, and
not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that at least one of the following is and will be true: 

(i) such Lender is not using “plan assets” (within the meaning of the Plan Asset Regulations or otherwise) of one or
more Benefit Plans in connection with the Loans, the Commitments or this Agreement, 
 (ii) the transaction exemption set
forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a
class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement,

 (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the
meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Loans, the
Letters of Credit, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement, or 

(iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole
discretion, and such Lender. 
 (b) In addition, unless sub-clause (i) in the immediately
preceding clause (a) is true with respect to a Lender such Lender has provided another representation, warranty and covenant as provided in sub-clause (iv) in the immediately preceding clause (a),
such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party
hereto, for the benefit of, the Administrative Agent, the
ArrangerArrangers
 and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that none of the Administrative Agent, the ArrangerArrangers
 or any of their respective Affiliates is a fiduciary with respect to the Collateral or the assets of such Lender (including in connection with the reservation or exercise of any rights by the Administrative
Agent under this Agreement, any Loan Document or any documents related hereto or thereto). 
 (c) The Administrative Agent, and the ArrangerArrangers
 hereby
informsinform
 the Lenders that each such Person is not undertaking to provide investment advice or to give advice in a fiduciary capacity, in connection 

  
 -100- 













 
with the transactions contemplated hereby, and that such Person has a financial interest in the transactions contemplated hereby in that such Person or an Affiliate thereof (i) may receive
interest or other payments with respect to the Loans, the Commitments, this Agreement and any other Loan Documents, (ii) may recognize a gain if it extended the Loans or the Commitments for an amount less than the amount being paid for an
interest in the Loans or the Commitments by such Lender or (iii) may receive fees or other payments in connection with the transactions contemplated hereby, the Loan Documents or otherwise, including structuring fees, commitment fees,
arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent or collateral agent fees, utilization fees, minimum usage fees, letter of credit fees, fronting fees, deal-away or alternate
transaction fees, amendment fees, processing fees, term out premiums, banker’s acceptance fees, breakage or other early termination fees or fees similar to the foregoing. 

ARTICLE IX 
 Miscellaneous

 SECTION 9.01 Notices. Except in the case of notices and other communications expressly permitted to be given by telephone or
electronically, all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy or
e-mail, as follows: 
 (a) if to any Loan Party, to it at 2006 Route 130, Burlington,
New Jersey 08016, Attention: Legal Department (Telecopy No. 609.589.7838) (E-Mail: Christopher.Schaub@burlingtonstores.com), with a copy to Skadden, Arps, Slate, Meagher & Flom LLP, 155 North
Wacker Drive, Chicago, Illinois 60606, Attention: Seth Jacobson (Telecopy No. (312) 407-8511) (E-Mail: seth.jacobson@skadden.com); 

(b) if to the Administrative Agent or the Collateral Agent, to JPMorgan Chase Bank, N.A., 10 S. Dearborn St. 7th floor,
Chicago, IL 60603 Attention: Cheryl Lyons (Telecopy No. 1-888-303-9732) (E-Mail:
jpm.agency.servicing.1@jpmorgan.com) With copies to: JPMorgan Chase Bank, N.A., 277 Park Ave., 22nd floor, New York, NY 10172, Attention: Kennedy A. Capin (Telecopy No. (646) 534-2273) (E-Mail: kennedy.a.capin@jpmorgan.com), and to Cahill Gordon & Reindel LLP, 80 Pine Street32 Old Slip, New York, New York 10005, Attention: Corey Wright (Telecopy
No. (212)
378269
-25445420
) (E-Mail: cwright@cahill.com); 

(c) if to any other Credit Party, to it at its address (or telecopy number or electronic mail address) set forth on the
signature pages hereto or on any Assignment and Acceptance. 
 Notwithstanding the foregoing, any notice hereunder sent by e-mail shall be solely for the distribution of (i) routine communications such as financial statements and (ii) documents and signature pages for execution by the parties hereto, and for no other purpose.
Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this
Agreement shall be deemed to have been given on the date of receipt. 
 SECTION 9.02 Waivers; Amendments. 

(a) No failure or delay by any Credit Party in exercising any right or power hereunder or under any other Loan Document shall operate as
a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right
or power. The rights and remedies of the Credit Parties hereunder and under the other Loan Documents are cumulative and are not exclusive of any other rights or remedies that they would otherwise have. No waiver of any provision of any Loan Document
or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by Section 9.02(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose
for which given. Without limiting the generality of the foregoing, the making of a Term Loan shall not be construed as a waiver of any Default or Event of Default, regardless of whether any Credit Party may have had notice or knowledge of such
Default or Event of Default at the time. 

  
 -101- 













 (b) Except as otherwise specifically provided herein (including Sections 2.05, 2.06 and
2.10(b)), neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Loan
Parties and the Required Lenders or, in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Agent(s) and the Loan Parties that are parties thereto, in each case with the consent of the Required
Lenders; provided, however, that no such waiver, amendment, modification or other agreement shall: 
 (i)
increase the Commitment of any Lender without the prior written consent of such Lender (it being understood that a waiver of any condition precedent or of any Default or Event of Default or mandatory prepayment hereunder shall not constitute an
increase of any Commitment of any Lender); 
 (ii) without: 

(A) the prior written consent of all Lenders directly and adversely affected thereby (but not the Required Lenders), reduce the
principal amount of any Obligation or reduce the rate of interest thereon (other than the waiver of the Default Rate), or reduce any fees payable under the Loan Documents; provided that no waiver, amendment or modification made, or other agreement entered into, in each case pursuant to the terms of Section 2.10(b), shall constitute a reduction in the rate of interest or fees for purposes of this clause (A); 

(B) the prior written consent of all Lenders directly and adversely affected thereby (but not the Required Lenders), postpone
the scheduled date of payment of the principal amount of any Obligation, or any interest thereon, or reduce the amount of, waive or excuse any such payment, or postpone the Maturity Date (it being understood that the waiver of (or amendment to the
terms of) any mandatory prepayment shall not constitute a postponement of any date scheduled for the payment of principal or interest or constitute a reduction, waiver or excuse of any payment of principal or interest and a waiver of interest
pursuant to Section 2.12 shall not constitute a reduction, waiver or excuse of any payment of interest) ; provided
that no waiver, amendment or modification made, or other agreement entered into, in each case pursuant to the terms of Section 2.10, shall constitute a postponement or reduction for purposes of this clause (B); 
 (C) the prior written consent of Lenders directly and adversely affected
thereby (but not the Required Lenders), except for Permitted Dispositions or for Collateral releases as provided in Section 8.16, release all or substantially all of the Collateral from the Liens of the Security Documents (it being understood
that entering into any Pari Passu Intercreditor Agreement or incurring any Qualifying Secured Debt shall not constitute a release of all or substantially all of the Collateral from the Liens of the Security Documents); 

(D) the prior written consent of all Lenders directly and adversely affected thereby (but not the Required Lenders), except as
expressly permitted hereby and by the Facility Guarantees, release all or substantially all of the value of the Facility Guarantees; or 

(E) the prior written consent of all Lenders directly and adversely affected thereby (but not the Required Lenders), change
Section 2.17(a) or (b) or Section 7.03 to adversely affect pro rata sharing; 
 (F) the prior written consent
of all Lenders, change any of the provisions of this Section 9.02(b) or reduce the percentage required to consent in the definition of “Required Lenders”; or 

(G) the prior written consent of all Lenders of the relevant Class, amend, waive, or otherwise modify the definition of
“Required Class Lenders” as it relates to such Class. 

  
 -102- 













 (c) Notwithstanding anything to the contrary contained in this Section 9.02: 

(i) in the event that the Borrower shall request that this Agreement or any other Loan Document be modified, amended or waived
in a manner which would require the consent of the Lenders pursuant to Section 9.02(b) or all directly and adversely affected Lenders and such amendment is approved by the Required Lenders but not by the requisite percentage of the Lenders
(other than the Required Lenders (or more than 50% of the directly and adversely affected Lenders)), the Borrower and the Administrative Agent shall be permitted to amend this Agreement without the consent of the Lender or Lenders which did not
agree to the modification or amendment requested by the Borrower (such Lender or Lenders, collectively the “Minority Lenders”), provided that, with respect to each such Minority Lender and, solely in the case of Amendment
No. 8, with respect to each consenting Lender determined by the Borrower and the Administrative Agent (such Lender or Lenders, collectively the “Reduced Lenders” and, together with, the Minority Lenders, the “Replaced
Lenders”) with respect to all or a portion of such Reduced Lender’s outstanding Term Loans as determined by the Borrower and the Administrative Agent (such Term Loans, the “Reduced Term Loans” and, together with all of
the Minority Lender’s Term Loans, collectively, the “Replaced Term Loans”), the Borrower shall, by giving written notice to Administrative Agent and such Replaced Lender of its election to do so, elect either (x) to cause
such Replaced Lender (and such Replaced Lender hereby irrevocably agrees) to assign its outstanding Replaced Term Loans in full to one or more Eligible Assignees (each a “Replacement Lender”) in accordance with the provisions of
Section 9.04 or (y) prepay such Replaced Lender on a non pro rata basis; provided further that (1) on the date of such assignment, the Replacement Lender shall pay to the Replaced Lender an amount equal to the principal
of all outstanding Replaced Term Loans of the Replaced Lender; (2) on the date of such assignment, the Borrower shall pay all accrued interest on the Replaced Term Loans of such Replaced Lender and any amounts payable to such Replaced Lender
pursuant to Sections 2.14, 2.16(b) or 2.23 or otherwise as if it were a prepayment (and, if, other than in connection with a Change in Control or other transaction not permitted hereby, such Replaced Lender is being removed in connection with an
amendment for the primary purpose of lowering the effective interest rates of the Term B-56 Loan or that modifies Section 2.19(d) in a manner adverse to such
Replaced Lender after the Amendment
No. 
89 Effective Date but prior to the date which is six months after the Amendment No. 89 Effective Date, the Borrower shall also pay to such Replaced Lender a
fee equal to 1.00% of the Term
B-56
 Loan of such Replaced Lender that is required to be so assigned); and (3) each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which the Minority Lenders
did not consent. In connection with any such replacement, any Replaced Lender shall not be required to execute and deliver to the Administrative Agent a duly completed Assignment and Acceptance and/or such other documentation with respect to any
required assignment of its Term Loans pursuant to this Section 9.02(c)(i) and the assignment of any Replaced Lender’s Replaced Loans to an assignee pursuant to this Section 9.02(c)(i) shall become effective immediately upon receipt by
(i) such Replaced Lender of a notice that all Replaced Lender’s Replaced Term Loans are being required to be assigned to such assignee, which notice shall be signed by the Borrower, the Administrative Agent and the assignee and
(ii) the Administrative Agent (for the account of such Replaced Lender) of immediately available funds in an amount from (x) such assignee equal to the principal amount of such Replaced Lender’s Replaced Term Loan and (y) the
Borrower equal to the amount of accrued and unpaid interest on such Replaced Lender’s Replaced Term Loan to, but excluding, the date of such payment. Upon the prepayment of all amounts owing to any Minority Lender, such Minority Lender shall no
longer constitute a “Lender” for purposes hereof; provided, any rights of such Minority Lender to indemnification hereunder shall survive as to such Minority Lender; 

(ii) this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the
Administrative Agent and the Borrower (a) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to
share ratably in the benefits of this Agreement and the other Loan Documents with the Term Loans and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding such credit facilities in any
determination of the Required Lenders. 
 (iii) the Borrower and the Administrative Agent may without the input or consent of
the Lenders, effect amendments to this Agreement and the other Loan Documents as may be necessary or 

  
 -103- 













 
appropriate in the reasonable opinion of the Administrative Agent and Borrower to effect the provisions of Section 2.05 or 2.06 or to effect any refinancing, extension, renewal or
replacement of the Term Loans with any Refinancing Term Loans, Qualifying Secured Debt or Qualifying Other Debt. 
 (iv)
guarantees, collateral security documents and related documents executed by the Loan Parties and Subsidiaries in connection with this Agreement may be in a form reasonably determined by the Administrative Agent and may be, together with this
Agreement, amended, supplemented and waived with the consent of the Administrative Agent at the request of the Borrower without the need to obtain the consent of any other Lender if such amendment, supplement or waiver is delivered in order
(a) to comply with local Law or advice of local counsel, (b) to cure ambiguities, omissions, mistakes or defects or (c) to cause such guarantee, collateral security document or other document to be consistent with this Agreement and
the other Loan Documents. 
 (v) if the Administrative Agent and the Borrower shall have jointly identified (x) any
obvious error, any error or omission of a technical or immaterial nature, in any provision of the Loan Documents, (y) to effect administrative changes of a technical or immaterial nature or (z) incorrect cross references or similar
inaccuracies in this Agreement or the applicable Loan Document, then the Administrative Agent and the Borrower shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other
party to any Loan Document if the same is not objected to in writing by the Required Lenders within five Business Days following receipt of notice thereof. 

(vi) in connection with an amendment that addresses solely a re-pricing transaction in
which any Class of Term Loans is refinanced with a replacement Class of term loans bearing (or is modified in such a manner such that the resulting term loans bear) a lower Yield (a “Permitted Repricing Amendment”), only
the consent of the Lenders holding Term Loans subject to such permitted repricing transaction that will continue as a Lender in respect of the repriced tranche of Term Loans or modified Term Loans. 

(vii) notwithstanding the foregoing, this Agreement may be amended (or amended and restated) solely with the written consent of
the Administrative Agent, the Borrower and the Lenders providing the relevant Replacement Term Loans (as such term is defined below) to permit the refinancing of all or any portion of any Class of Term Loans outstanding as of the applicable
date of determination (the “Refinanced Term Loans”) with a replacement term loan tranche hereunder (the “Replacement Term Loans”), provided that (i) the aggregate principal amount of such Replacement
Term Loans shall not exceed the aggregate principal amount of such Refinanced Term Loans plus premiums, accrued interest, fees and expenses in connection therewith, (ii) the Applicable Margin for such Replacement Term Loans shall not be higher
than the Applicable Margin for such Refinanced Term Loans, unless the any such higher Applicable Margin applies after the final maturity date of all then outstanding Term Loans, (iii) the Weighted Average Life to Maturity and final maturity of
such Replacement Term Loans shall not be shorter than the Weighted Average Life to Maturity and final maturity of such Refinanced Term Loans at the time of such refinancing (without giving effect to nominal amortization) and (iv) the mandatory
prepayment provisions of the Replacement Term Loans shall not require more than pro rata payments with the existing Term Loans. 
 (d) No
notice to or demand on any Loan Party shall entitle any Loan Party to any other or further notice or demand in the same, similar or other circumstances. Each holder of a Note shall be bound by any amendment, modification, waiver or consent
authorized as provided herein, whether or not a Note shall have been marked to indicate such amendment, modification, waiver or consent and any consent by a Lender, or any holder of a Note, shall bind any Person subsequently acquiring a Note,
whether or not a Note is so marked. No amendment to this Agreement or any other Loan Document shall be effective against any Loan Party unless signed by such Loan Party. 

(e) Notwithstanding anything in this Agreement or any other Loan Document to the contrary, the Administrative Agent may, in its sole
discretion, grant extensions of time for the satisfaction of any of the requirements under in respect of any particular Collateral or any particular Subsidiary if it determines that the 

  
 -104- 













 
satisfaction thereof with respect to such Collateral or such Subsidiary cannot be accomplished without undue expense or unreasonable effort or due to factors beyond the control of Borrower and
the Restricted Subsidiaries by the time or times at which it would otherwise be required to be satisfied under this Agreement or any other Loan Document. 

(f) Subject to the provisos of this paragraph, for purposes of any amendment, modification, waiver or consent (other than pursuant to Sections
9.02(b)(i), (ii), (iii) or any amendment, modification, waiver or consent that directly and adversely affects any member of the Sponsor Group in its capacity as a Lender disproportionately in relation to other affected Lenders) under any Loan
Document, any Term Loans held by a member of the Sponsor Group (other than any Investment Fund) shall be automatically deemed to be voted in the same proportion as all other Lenders who are not members of the Sponsor Group; provided that
(a) in the event that any proceeding under the Bankruptcy Code shall be instituted by or against the Borrower, each member of the Sponsor Group (other than any Investment Fund) shall acknowledge and agree that they are each “insiders”
under Section 101(31) of the Bankruptcy Code and, as such, the claims associated with the Term Loans and Commitments owned by it shall not be included in determining whether the applicable class of creditors holding such claims has voted to
accept a proposed plan for purposes of Section 1129(a)(10) of the Bankruptcy Code, or, alternatively, to the extent that the foregoing designation is deemed unenforceable for any reason, each member of the Sponsor Group (other than any
Investment Fund) shall vote in such proceedings in the same proportion as the allocation of voting with respect to such matter by those Lenders who are not members of the Sponsor Group, except to the extent that any plan of reorganization proposes
to treat the Obligations held by such member of the Sponsor Group in a manner that is less favorable in any material respect to such member of the Sponsor Group than the proposed treatment of similar Obligations held by Lenders that are not members
of the Sponsor Group; and (c) for purposes of this paragraph, for the avoidance of doubt, members of the Sponsor Group shall be deemed to not include Investment Funds (and the foregoing limitations shall not apply in respect of Investment
Funds). 
 SECTION 9.03 Expenses; Indemnity; Damage
WaiverLimitation of Liability; Etc.


(a) 
Expenses. The Loan Parties shall jointly and severally pay all
Credit Party Expenses incurred as of the Closing Date on the Closing Date. Thereafter, the Loan Parties shall jointly and severally pay all Credit Party Expenses within thirty (30) days after receipt of an invoice therefor setting forth such
expenses in reasonable detail; provided that in the event the Loan Parties have a bona fide dispute with any such expenses, payment of such disputed amounts shall not be required until the earlier of the date such dispute is resolved to the
reasonable satisfaction of the Loan Parties or thirty (30) days after receipt of any such invoice (and any such disputed amount which is so paid shall be subject to a reservation of the Loan Parties’ rights with respect thereto).

 (b)
Indemnity. The Loan Parties shall, jointly and severally,
indemnify the Secured Parties and each of their Subsidiaries and Affiliates, and each of the respective stockholders, directors, officers, employees, agents, attorneys, and advisors of any of the foregoing Persons (each such Person being called an
“Indemnitee”) against, and hold each Indemnitee harmless from, any and all damages, actual out-of-pocket losses, claims, actions, causes of action,
settlement payments, obligations, liabilities and related expenses, (including legal expenses limited to the reasonable fees, charges and disbursements of one counsel for the Agents and one counsel for all other Indemnitees (other than the Agents)
plus one local counsel in each applicable jurisdiction plus, in the event of an actual or potential conflict of which the Borrower has been advised, one additional counsel to all the affected persons, incurred, suffered, sustained or required to be
paid by, or asserted against, any Indemnitee) arising out of, in any way connected with, or as a result of (i) the execution or delivery of any Loan Document or any other agreement or instrument contemplated hereby, the performance by the
parties to the Loan Documents of their respective obligations thereunder or the consummation of the transactions contemplated by the Loan Documents or any other transactions contemplated hereby, (ii) any Term Loan or the use of the proceeds
therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by any Loan Party or any Subsidiary, or any Environmental Liability related in any way to
any Loan Party or any Subsidiary, (iv) any actual or prospective claim, litigation, investigation or proceeding relating to or arising from any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any
Indemnitee is a party thereto or (v) any documentary taxes, assessments or similar charges made by any Governmental Authority by reason of the execution and delivery of this Agreement or any other Loan Document; provided, however,
that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (w) are determined by a court of competent jurisdiction or another independent tribunal having


  
 -105- 













 
jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of any Agent or such Indemnitee or any Related Indemnitee of such Indemnitee or (x) are relating to
disputes among Indemnitees (other than the Agents and
ArrangerArrangers
 in their capacities as such and other than conduct involving a Loan Party) or (y) are finally determined in a non-appealable judgment of a court of competent
jurisdiction or another independent tribunal having jurisdiction to have resulted from a material breach by such Indemnitee of its obligations under this Agreement provided further that to the extent of any amounts paid to an
Indemnitee in respect of this Section 9.03 for indemnified liabilities, such Indemnitee, by its acceptance of the benefits hereof, agrees to refund and return any and all amounts paid by the Borrower to it if, pursuant to operation of any of
the foregoing clauses (w) through (y), such Indemnitee was finally judicially determined by a court of competent jurisdiction in a non-appealable judgment to not be entitled to receipt of such amount. In
connection with any indemnified claim hereunder, the Indemnitee shall be entitled to select its own counsel and the Loan Parties shall promptly pay the reasonable fees and expenses of such counsel. 

(c)
Limitation of Liability. No party to this Agreement shall assert
and, to the extent permitted by Applicable Law, each such party hereby waives, any claim against any other party to this Agreement or any
Administrative Agent, any Arranger, any Lender, any
Indemnitee, and any Loan Party, and any Related Party of any of the foregoing Persons or Indemnitees (each such
Person being called a “Related Person”), on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in
connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the transactions contemplated by the Loan Documents, any Term Loan or the use of the proceeds thereof;
provided that nothing in this paragraph (c) shall limit the Loan Parties’
indemnification obligations of the Loan
Parties under Section 9.03(b) to any IndemniteeRelated Person. 

(d) The provisions of paragraphs (b) and (c) of this Section 9.03 shall remain operative and in full force and effect regardless of
the termination of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of any Loan Document, or any investigation made by or
on behalf of any Credit Party. All amounts due under this Section 9.03 shall be payable within thirty (30) days of written demand therefor, which written demand shall set forth such amounts in reasonable detail. 

(e) For purposes of the foregoing, “Related Indemnitee” of an Indemnitee or a Related Person (other than a Related Person of a Loan Party), as applicable, means (i) any controlling person or controlled affiliate of such Indemnitee involved in the negotiation and preparation of the Loan Documents, performing services under the Loan Documents or extending of
credit or holding of credit hereunder and (ii) the respective directors, officers, partners, member, agents or employees of such Indemnitee or any of its controlling person or controlled affiliates involved in the negotiation and preparation of
the Loan Documents, performing services under the Loan Documents or extending of credit or holding of credit hereunder. 
 (f) Lender Reimbursement. Each Lender severally agrees to pay any amount required to be paid by the Loan Parties under
paragraphs (a), (b) or (c) of this Section 9.03 to each Related Person (other than a Related Person of a Loan Party) (to the extent not reimbursed by the Loan Parties and without limiting the obligation of the Loan Parties to do so),
ratably according to their respective Applicable Percentage in effect on the date on which such payment is sought under this Section (or, if such payment is sought after the date upon which the Commitments shall have terminated and the Loans shall
have been paid in full, ratably in accordance with such Applicable Percentage immediately prior to such date), from and against any and all Liabilities and related expenses, including the fees, charges and disbursements of any kind whatsoever that
may at any time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted against such Related Person in any way relating to or arising out of the Commitments, this Agreement, any of the other Loan Documents or any
documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Related Person under or in connection with any of the foregoing; provided that the unreimbursed
expense or Liability or related expense, as the case may be, was incurred by or asserted against such Related Person in its capacity as such; provided further that no Lender shall be liable for the payment of any portion of such Liabilities, costs,
expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted primarily from such Related Party’s gross negligence or willful misconduct. The agreements in this Section
shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. 

  
 -106- 













 SECTION 9.04 Successors and Assigns. 

(a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors
and assigns permitted hereby, except that (i) except as permitted by Section 6.03, the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any
attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section. Nothing in this
Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants (to the extent provided in paragraph (c) of this Section) and,
to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement. 

(b) (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more Eligible Assignees all or a
portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Term Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld, delayed or
conditioned) of (A) the Borrower (which consent shall not be unreasonably withheld, delayed or conditioned); provided that if the Borrower does not respond to a request within 5 Business Days after receipt thereof, the Borrower will be
deemed to have consented thereto), provided further that no consent of the Borrower shall be required for an assignment of a Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund or, if an Event of Default under clauses
(a) or (b) of Section 7.01 or under clauses (h) or (i) (in each case with respect to the Borrower) of Section 7.01 has occurred and is continuing and (B) the Administrative Agent, provided that no consent of the
Administrative Agent shall be required for an assignment of all or any portion of a Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund. 

(ii) Assignments shall be subject to the following additional conditions: 

(A) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the
entire remaining amount of the assigning Lender’s Term Loans of any Class, the amount of Term Loans of the assigning Lender subject to each such assignment (determined as of the trade date specified in the Assignment and Acceptance with respect
to such assignment or, if no trade date is so specified, as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $500,000, unless the Borrower and the
Administrative Agent otherwise consent (such consent not to be unreasonably withheld, delayed or conditioned), provided that no such consent of the Borrower shall be required if an Event of Default under clauses (a) or (b) of
Section 7.01 or under clauses (h) or (j) (in each case with respect to the Borrower) of Section 7.01 has occurred and is continuing, 

(B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights
and obligations under this Agreement, provided that this clause (B) shall not be construed to prohibit assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of one Class of Term
Loans, 
 (C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and
Acceptance, together with a processing and recordation fee of $3,500, provided that assignments made pursuant to Section 9.02(c) shall not require the signature of the assigning Lender to become effective, 

(D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in
which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and its Affiliates and their related
parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws and any tax forms
required by Section 2.23(e), 
 (E) No assignment shall be made to any member of the Sponsor Group (other than an
Investment Fund) except in accordance with clause (f) below and no member of the Sponsor Group (other than an Investment Fund) may assign any Term Loans except in compliance with the requirements of this clause (b) and the requirements of
paragraph (f)(i)(x) and (f)(i)(y) below, and 

  
 -107- 













 (F) the Borrower shall, upon reasonable request by the Administrative Agent,
provide such documentation to the Administrative Agent in connection with any assignment by a Lender to an assignee that bears a relationship to the Borrower under Section 108(e)(4) of the Code, so as to allow the Administrative Agent to
determine whether the assigned portion of the Term Loan will have original issue discount for U.S. federal income tax purposes and, if so, the amount of such original issue discount. 

(iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(v) of this Section, from and after the effective date specified in
each Assignment and Acceptance, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender
thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights
and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.14, 2.23, 2.24 and 9.03, subject to the limitations and requirements of those Sections including
documentation requirements in Section 2.23, and entitled to any fees payable hereunder that have accrued for such Lender’s account but have not yet been paid). Any assignment or transfer by a Lender of rights or obligations under this
Agreement that does not comply with this Section shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (c)(i) of this Section. 

(iv) The Administrative Agent, acting for this purpose as an agent of the Borrower, shall maintain at one of its offices a copy of each
Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders and principal amount (and related interest amounts) of the Term Loans owing to, each Lender pursuant to the terms hereof from time
to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Loan Parties, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant
to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon
reasonable prior notice. 
 (v) Upon its receipt of a duly completed Assignment and Acceptance executed by an assigning Lender and an
assignee, the assignee’s completed Administrative Questionnaire and any tax forms required by Section 2.23(e) and 2.23(j) (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in
paragraph (b)(ii) of this Section and any written consent to such assignment required by paragraph (b)(i) of this Section, the Administrative Agent shall accept such Assignment and Acceptance and record the information contained therein in the
Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph. 

(vi) The words “execution,” “signed,” “signature” and words of like import in any Assignment and Acceptance
shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping
system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act or any other similar state
laws based on the Uniform Electronic Transactions Act. 
 (c) (i) Any Lender may, without the consent of the Borrower or the
Administrative Agent, sell participations to one or more banks or other entities (a “Participant”) other than to (x) the Borrower or any of its Affiliates (other than (i) Investment Funds and (ii) other than to a
member of the Sponsor Group to the extent the terms of such participation comply with the requirements applicable to an assignment to a member of the Sponsor Group and for purposes of this paragraph (c) and paragraph (f) below, any Term
Loans in which a member of the Sponsor Group holds a participating interest shall be subject to the 20% limitation set forth in paragraph (f)(i)(z) below and shall be treated as held directly by such member of the Sponsor Group for purposes of such
paragraph; provided that (A) any Lender who sells a participation to a member of the Sponsor Group shall notify the Agent of the terms thereof and (B) no member of the Sponsor Group (other than an Investment Fund) shall sell a
participation unless the conditions set forth in paragraph (f)(i)(x) below are satisfied) or (y) any Disqualified Institution (provided 

  
 -108- 













 
that such Disqualified Institutions shall have been identified in writing to all Lenders (other than, with respect to any Disqualified Institutions that has been identified by name in accordance
with the definition of “Disqualified Institutions,” any Affiliates thereof that are readily identifiable on the basis of their name)) and in all or a portion of such Lender’s rights and obligations under this Agreement (including all
or a portion of the Term Loans owing to it), provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations and (C) the Loan Parties, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this
Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce the Loan Documents and to approve any amendment, modification or waiver of any
provision of the Loan Documents, provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in clause (i), (ii) or
(iii) of the first proviso to Section 9.02(b) that directly and adversely affects such Participant. Subject to paragraph (c)(ii) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.14,
2.23 and 2.24 to the same extent as if it were a Lender (subject to the requirements and limitations of those Sections to the same extent as if it were a Lender; provided that any documentation required to be provided by a Participant
pursuant to Section 2.23(e) shall be provided solely to the participating Lender) and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be
entitled to the benefits of Section 9.08 as though it were a Lender. Each Lender that sells a participation, acting solely for this purpose as a non-fiduciary agent of the Borrower (solely for tax
purposes), shall maintain a register on which it enters the name and address of each Participant and the principal amounts (and related interest amounts) of each Participant’s interest in the Term Loans or other obligations under this Agreement
(the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any information relating
to a Participant’s interest in any Term Loan or its other obligations under any Loan Document) except to the extent that such disclosure is necessary to establish that such Commitment, Term Loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive, and such Lender, each Loan Party and the Administrative Agent shall treat each person
whose name is recorded in the Participant Register pursuant to the terms hereof as the owner of such participation for all purposes of this Agreement, notwithstanding notice to the contrary. 

(ii) A Participant shall not be entitled to receive any greater payment under Section 2.14 or Section 2.23 than the applicable
Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent or the right to receive a greater
payment results from a Change in Law after the participant becomes a Participant. 
 (d) Any Lender may, without the consent of the Borrower
or the Administrative Agent, at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal
Reserve Bank, and this Section shall not apply to any such pledge or assignment of a security interest, provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or
substitute any such pledgee or assignee for such Lender as a party hereto. 
 (e) Notwithstanding anything to the contrary contained herein,
any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle (an “SPV”), identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower, the
option to provide to the Borrower all or any part of any Term Loan that such Granting Lender would otherwise be obligated to make to the Borrower pursuant to this Agreement, provided that (i) nothing herein shall constitute a commitment
by any SPV to make any Term Loan and (ii) if an SPV elects not to exercise such option or otherwise fails to provide all or any part of such Term Loan, the Granting Lender shall be obligated to make such Term Loan pursuant to the terms hereof.
The making of a Term Loan by an SPV hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Term Loan were made by such Granting Lender. Each party hereto hereby agrees that no SPV shall be liable for any
indemnity or similar payment obligation under this Agreement (all liability for which shall remain with the Granting Lender). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this
Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPV, such party will not institute against, or join


  
 -109- 













 
any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any State thereof. In
addition, notwithstanding anything to the contrary contained in this Section 9.04, any SPV may (i) with notice to, but without the prior written consent of, the Borrower and the Administrative Agent and without paying any processing fee
therefor, assign all or a portion of its interests in any Term Loan to the Granting Lender or to any financial institutions (consented to by the Borrower and Administrative Agent) providing liquidity or credit support to or for the account of such
SPV to support the funding or maintenance of Term Loans and (ii) disclose on a confidential basis any non-public information relating to its Term Loans to any rating agency, commercial paper dealer or
provider of any surety, guarantee or credit or liquidity enhancement to such SPV. 
 (f) (i) Notwithstanding Section 9.04(b), any
Lender may assign all or a portion of its Term Loans to a member of the Sponsor Group (other than a natural person) in accordance with this Section 9.04(f) (and any member of the Sponsor Group (other than any Investment Fund) shall not assign
any Term Loan pursuant to Section 9.04(b) above or acquire a participation in a Term Loan or sell a participation in its Term Loans unless the conditions set forth in subparagraph (x) and, solely in the case of an assignment, subparagraph
(y) below are satisfied); provided that: 
 (x) each Lender making such assignment to a member of the Sponsor
Group acknowledges and agrees that in connection with such assignment, (1) such member of the Sponsor Group then may have and later may come into possession of MNPI, (2) such Lender has independently, and without reliance on any Loan
Party, the Administrative Agent or any of their respective Affiliates, made its own analysis and determination to enter into such assignment notwithstanding such Lender’s lack of knowledge of the MNPI and (3) none of the Loan Parties, the
Administrative Agent or any of their respective Affiliates shall have any liability to such Lender, and such Lender hereby waives and releases, to the extent permitted by Applicable Law, any claims such Lender may have against any Loan Party, the
Administrative Agent, and their respective Affiliates, under Applicable Law or otherwise, with respect to the nondisclosure of the MNPI; each Lender entering into such an assignment further acknowledges that the MNPI may not be available to the
Administrative Agent or the other Lenders; 
 (y) the assigning Lender or the Lender to whom such assignment is being made,
as the case may be, and the member of the Sponsor Group (other than any Investment Fund) purchasing such Lender’s Term Loans or assigning Term Loans to such Lender, as applicable, shall execute and deliver to the Administrative Agent an
assignment agreement substantially in the form of Exhibit K hereto (an “Affiliated Lender Assignment and Acceptance”) in lieu of an Assignment and Acceptance; and 

(z) no Term Loan may be assigned to a member of the Sponsor Group (other than any Investment Fund) pursuant to this
Section 9.04(f), if after giving effect to such assignment, the members of the Sponsor Group (other than any Investment Fund) in the aggregate would own (or hold participations in) in excess of 20% of all Term Loans of any Class then
outstanding at the time of assignment. 
 (ii) Notwithstanding anything to the contrary in this Agreement, no member of the Sponsor Group
(other than any Investment Fund) shall have any right to (a) attend (including by telephone) any meeting or discussions (or portion thereof) among the Administrative Agent or any Lender to which representatives of the Loan Parties are not
invited, (b) receive any information or material prepared by Administrative Agent or any Lender or any communication by or among Administrative Agent and/or one or more Lenders, except to the extent such information or materials have been made
available to any Loan Party or its representatives (and in any case, other than the right to receive notices of prepayments and other administrative notices in respect of its Term Loans required to be delivered to Lenders pursuant to Article II), or
(c) make or bring (or participate in, other than as a passive participant in or recipient of its pro rata benefits of) any claim, in its capacity as a Lender, against the Administrative Agent, the Collateral Agent or any other Lender with
respect to any duties or obligations or alleged duties or obligations of such Agent or any other such Lender under the Loan Documents. 

(iii) Notwithstanding anything in Section 9.01 or the definition of “Required Lenders” or “Required
Class Lenders” to the contrary, for purposes of determining whether the Required Lenders and/or Required Class Lenders, as applicable, have (a) consented (or not consented) to any amendment, modification, waiver, consent or other
action with respect to any of the terms of any Loan Document or any departure by any Loan Party therefrom, 

  
 -110- 













 
(b) otherwise acted on any matter related to any Loan Document, or (c) directed or required the Administrative Agent, Collateral Agent or any Lender to undertake any action (or refrain from
taking any action) with respect to or under any Loan Document all Term Loans held by any member of the Sponsor Group (other than an Investment Fund) shall be deemed to be not outstanding for all purposes of calculating whether the Required Lenders
and/or Required Class Lenders, as applicable, have taken any actions. 
 (iv) Additionally, if there is any assignment of any Term Loan
pursuant to this Section 9.04(f), each Loan Party and each member of the Sponsor Group (other than any Investment Fund) that becomes a Lender hereunder hereby agree that if a case under Title 11 of the United States Code is commenced against
any Loan Party, such Loan Party shall seek (and each such member of the Sponsor Group (other than any Investment Fund) shall consent) to provide that the vote of any member of the Sponsor Group (other than any Investment Fund) (in its capacity as a
Lender) with respect to any plan of reorganization of such Loan Party shall not be counted except that any member of the Sponsor Group’s (other than any Investment Fund) vote (in its capacity as a Lender) may be counted to the extent any such
plan of reorganization proposes to treat the Obligations held by such member of the Sponsor Group (other than any Investment Fund) in a manner that is less favorable to such member of the Sponsor Group (other than any Investment Fund) than the
proposed treatment of similar Obligations held by Lenders that are not Affiliates of the Borrower. 
 (g) Any Lender may, at any time,
assign all or a portion of its Term Loans to any Loan Party through (x) offers to purchase open to all Lenders on a pro rata basis in accordance with Section 2.16(d) and/or (y) open market purchases on a
non-pro rata basis, provided that in the case of clause (y) (i) no Event of Default has occurred and is continuing, (ii) any Term Loans that are so assigned will be automatically and
irrevocably cancelled and the aggregate principal amount of the tranches and installments of the relevant Term Loans then outstanding shall be reduced by an amount equal to the principal amount of such Term Loans, (iii) each Lender making such
assignment to any Loan Party acknowledges and agrees that in connection with such assignment, (1) the Loan Parties then may have and later may come into possession of MNPI, (2) such Lender has independently, and without reliance on any
Loan Party, the Administrative Agent or any of their respective Affiliates, made its own analysis and determination to enter into such assignment, notwithstanding such Lender’s lack of knowledge of the MNPI and (3) none of the Loan
Parties, the Administrative Agent or any of their respective Affiliates shall have any liability to such Lender, and such Lender hereby waives and releases, to the extent permitted by Applicable Law, any claims such Lender may have against Loan
Party, the Administrative Agent and their respective Affiliates, under Applicable Law or otherwise, with respect to the nondisclosure of the MNPI (other than claims as a result of a breach of Section 9.04). Each Lender entering into such an
assignment further acknowledges that the MNPI may not be available to the Administrative Agent or the other Lenders. 
 SECTION 9.05
Survival. All covenants, agreements, indemnities, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any
other Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of any Term Loans, regardless of any investigation made by any such other
party or on its behalf and, notwithstanding that any Credit Party may have had notice or knowledge of any Default or Event of Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full
force and effect until (i) the Commitments have expired or been terminated and (ii) the principal of and interest on each Term Loan and all fees and other Obligations (other than contingent indemnity obligations with respect to then
unasserted claims) shall have been paid in full. The provisions of Section 2.14, Section 2.23, Section 9.03 and Article VIII shall survive and remain in full force and effect regardless of the repayment of the Obligations, the
expiration or termination of the Commitments or the termination of this Agreement or any provision hereof. In connection with the termination of this Agreement and the release and termination of the security interests in the Collateral, the Agents,
on behalf of themselves and the other Credit Parties, may require such indemnities as they shall reasonably deem necessary or appropriate to protect the Credit Parties against loss on account of credits previously applied to the Obligations that may
subsequently be reversed or revoked. 
 SECTION 9.06 Counterparts; Integration; Effectiveness. Delivery of an executed counterpart of
a signature page of this Agreement or any other Loan Document by telecopy, emailed pdf. or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of
this Agreement or such other Loan Document. This Agreement became effective on the 

  
 -111- 













 
Closing Date. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to any document to be signed in connection
with this Agreement and the transactions contemplated hereby shall be deemed to include Electronic Signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a
manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National
Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that nothing herein shall require the Administrative Agent to accept electronic
signatures in any form or format without its prior written consent. and pursuant to procedures approved by it; provided, further, without limiting the foregoing, (i) to the extent the
Administrative Agent has agreed to accept any Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely on such Electronic Signature purportedly given by or on behalf of the Borrower or any other Loan Party
without further verification thereof and without any obligation to review the appearance or form of any such Electronic signature and (ii) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly
followed by a manually executed counterpart. Without limiting the generality of the foregoing, the Borrower and each Loan Party hereby (w) agrees that, for all purposes, including without limitation, in connection with any workout,
restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders the Borrower and the Loan Parties, Electronic Signatures transmitted by telecopy, emailed pdf. or any other electronic means
that reproduces an image of an actual executed signature page and/or any electronic images of this Agreement or any other Loan Document shall have the same legal effect, validity and enforceability as any paper original, (x) each of the
Administrative Agent and each of the Lenders may, at its option, create one or more copies of this Agreement or any other Loan Document in the form of an imaged electronic record in any format, which shall be deemed created in the ordinary course of
such Person’s business, and destroy the original paper document (and all such electronic records shall be considered an original for all purposes and shall have the same legal effect, validity and enforceability as a paper record), (y) waives
any argument, defense or right to contest the legal effect, validity or enforceability of this Agreement or any other Loan Document based solely on the lack of paper original copies of this Agreement or such other Loan Document, respectively,
including with respect to any signature pages thereto and (z) waives any claim against any Related Person for any Liabilities arising solely from the Administrative Agent’s and/or any Lender’s reliance on or use of Electronic
Signatures and/or transmissions by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page, including any Liabilities arising as a result of the failure of the Borrower and/or any Loan Party
to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature. 

SECTION 9.07 Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as
to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof, and the invalidity of a particular provision in a
particular jurisdiction shall not invalidate such provision in any other jurisdiction. 
 SECTION 9.08 Right of Setoff. If any
Specified Default shall have occurred and be continuing, each Secured Party, each Participant and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to setoff and apply
any and all deposits (general or special, time or demand, provisional or final, but excluding any payroll, trust and tax withholding accounts) at any time held and other obligations at any time owing by such Secured Party, Participant or Affiliate
to or for the credit or the account of the Loan Parties against any and all of the Obligations of the Loan Parties now or hereafter existing under this Agreement or other Loan Document to the extent such are then due and owing, although such
Obligations may be otherwise fully secured; provided that such Secured Party shall provide the Borrower with written notice promptly after its exercise of such right of setoff. The rights of each Secured Party under this Section 9.08 are
in addition to other rights and remedies (including other rights of setoff) that such Credit Party may have. No Credit Party will, or will permit its Participant to, exercise its rights under this Section 9.08 without the consent of the
Administrative Agent or the Required Lenders. ANY AND ALL RIGHTS TO REQUIRE THE COLLATERAL AGENT TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES ANY OF THE OBLIGATIONS PRIOR TO THE EXERCISE BY ANY SECURED PARTY,
PARTICIPANT OR AFFILIATE OF ITS RIGHT OF SETOFF UNDER THIS
SectionSECTION
 ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED. 

  
 -112- 













 SECTION 9.09 Governing Law; Jurisdiction; Consent to Service of Process. 

(a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 

(b) Each Loan Party agrees that any suit for the enforcement of this Agreement or any other Loan Document may be brought in the courts of the
State of New York sitting in the Borough of Manhattan or any federal court sitting therein as the Administrative Agent may elect in its sole discretion and consents to the exclusive jurisdiction of such courts. Each party to this Agreement hereby
waives any objection which it may now or hereafter have to the venue of any such suit or any such court or that such suit is brought in an inconvenient forum and agrees that a final judgment in any such action or proceeding shall be conclusive and
may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any Credit Party may otherwise have to bring any action or proceeding relating to this
Agreement against a Loan Party or its properties in the courts of any jurisdiction. 
 (c) Each Loan Party agrees that any action commenced
by any Loan Party asserting any claim or counterclaim arising under or in connection with this Agreement or any other Loan Document shall be brought solely in a court of the State of New York sitting in the Borough of Manhattan or any federal court
sitting therein as the Administrative Agent may elect in its sole discretion and consents to the exclusive jurisdiction of such courts with respect to any such action. 

(d) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing
in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law. 

SECTION 9.10 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY
RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY);
AND WAIVES DUE DILIGENCE, DEMAND, PRESENTMENT AND PROTEST AND ANY NOTICES THEREOF AS WELL AS NOTICE OF NONPAYMENT. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT
BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. 
 SECTION 9.11 Press Releases and Related
Matters. The Borrower consents to the publication by the Administrative Agent of customary trade advertising material in tombstone format relating to the financing transactions contemplated by this Agreement using the Borrower’s name, and
with the consent of the Borrower, logo or trademark. The Administrative Agent shall provide a draft reasonably in advance of any advertising material to the Borrower for review and comment prior to the publication thereof. TheEach Arranger, acting in such capacity, reserves the right to provide to industry trade organizations information necessary and customary for inclusion in league table measurements. 

SECTION 9.12 Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are
not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement. 

SECTION 9.13 Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to
any Term Loan, together with all fees, charges and other amounts that are treated as interest on such Term Loan under Applicable Law (collectively, the “Charges”), shall be found by a court of competent jurisdiction in a final order
to exceed the maximum lawful rate (the “Maximum Rate”) that may be contracted for, charged, taken, received or reserved by the Lender holding such Term Loan in accordance with 

  
 -113- 













 
Applicable Law, the rate of interest payable in respect of such Term Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent
lawful, the interest and Charges that would have been payable in respect of such Term Loan but were not payable as a result of the operation of this Section shall be cumulated and the interest and Charges payable to such Lender in respect of other
Term Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Effective Rate to the date of repayment, shall have been received by such Lender.

 SECTION 9.14 Additional Waivers. 

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

(b) The obligations of each Loan Party to pay the Obligations in full hereunder shall not be subject to any reduction, limitation, impairment
or termination for any reason (other than the payment of such Obligations), including any claim of waiver, release, surrender, alteration or compromise of any of the Obligations, and shall not be subject to any defense or setoff, counterclaim,
recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Loan Party hereunder shall not be
discharged or impaired or otherwise affected by the failure of the Administrative Agent or any other Credit Party to assert any claim or demand or to enforce any remedy under this Agreement, any other Loan Document or any other agreement, by any
waiver or modification of any provision of any thereof, any default, failure or delay, willful or otherwise, in the performance of any of the Obligations, or by any other act or omission that may or might in any manner or to any extent vary the risk
of any Loan Party or that would otherwise operate as a discharge of any Loan Party as a matter of law or equity (other than the payment of such Obligations). 

(c) To the fullest extent permitted by Applicable Law, each Loan Party waives any defense based on or arising out of any defense of any other
Loan Party or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any other Loan Party, other than the payment in full in cash of all the Obligations after the termination
of all Commitments to any Loan Party under any Loan Document. The Collateral Agent and the other Credit Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an
assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with any other Loan Party, or exercise any other right or remedy available to them against any other Loan Party,
without affecting or impairing in any way the liability of any Loan Party hereunder except to the extent that all the Obligations have been indefeasibly paid in full in cash and performed in full after the termination of Commitments to any Loan
Party under any Loan Document. Pursuant to Applicable Law, each Loan Party waives any defense arising out of any such election even though such election operates, pursuant to Applicable Law, to impair or to extinguish any right of reimbursement or
subrogation or other right or remedy of such Loan Party against any other Loan Party, as the case may be, or any security. 
 (d) Without
limiting the generality of the foregoing, or of any other waiver or other provision set forth in this Agreement, each Loan Party waives all rights and defenses arising out of an election of remedies by any Credit Party, even though that election of
remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such Credit Party’s rights of subrogation and reimbursement against such Loan Party by the operation of Section 580(d) of the
California Code of Civil Procedure or otherwise. Each Loan Party waives all rights and defenses that such Loan Party may have because the Obligations are secured by Real Estate which means, among other things: (i) a Credit Party may collect
from any Loan Party without first foreclosing on any Real Estate or personal property Collateral pledged by a Loan Party; (ii) if any Credit Party forecloses on any Real Estate pledged by any Loan Party, the amount of the Obligations may be
reduced only by the price for which 

  
 -114- 













 
that Real Estate is sold at the foreclosure sale, even if the Real Estate is worth more than the sale price; and (iii) the Credit Parties may collect Obligations from a Loan Party even if a
Credit Party, by foreclosing on any such Real Estate, has destroyed any right any Loan Party may have to collect from the other Loan Parties. This is an unconditional and irrevocable waiver of any rights and defenses any Loan Party may have because
the Obligations are secured by Real Estate. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. Each Loan Party hereby
absolutely, knowingly, unconditionally, and expressly waives any and all claim, defense or benefit arising directly or indirectly under any one or more of Sections 2787 to 2855 inclusive of the California Civil Code or any similar law of California.

 (e) Each Loan Party hereby agrees to keep each other Loan Party fully apprised at all times as to the status of its business, affairs,
finances, and financial condition, and its ability to perform its Obligations under the Loan Documents, and in particular as to any adverse developments with respect thereto. Each Loan Party hereby agrees to undertake to keep itself apprised at all
times as to the status of the business, affairs, finances, and financial condition of each other Loan Party, and of the ability of each other Loan Party to perform its Obligations under the Loan Documents, and in particular as to any adverse
developments with respect to any thereof. Each Loan Party hereby agrees, in light of the foregoing mutual covenants to inform each other, and to keep themselves and each other informed as to such matters, that the Credit Parties shall have no duty
to inform any Loan Party of any information pertaining to the business, affairs, finances, or financial condition of any other Loan Party, or pertaining to the ability of any other Loan Party to perform its Obligations under the Loan Documents, even
if such information is adverse, and even if such information might influence the decision of one or more of the Loan Parties to continue to be jointly and severally liable for, or to provide Collateral for, the Obligations of one or more of the
other Loan Parties. To the fullest extent permitted by applicable law, each Loan Party hereby expressly waives any duty of the Credit Parties to inform any Loan Party of any such information. 

SECTION 9.15 Confidentiality. Each of the Credit Parties agrees to maintain the confidentiality of the Information (as defined below),
except that Information may be disclosed (a) to their and their Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors involved with the financing (it being understood that the
Persons to whom such disclosure is made will be informed of the confidential nature of such Information and agree to keep such Information confidential), (b) to the extent requested by any regulatory authority, (c) to the extent required by
Applicable Laws or by any subpoena or similar legal process (the Credit Parties’ agreeing to furnish the Borrower with notice of such process and an opportunity to contest such disclosure as long as furnishing such notice and opportunity would
not result in the Credit Parties’ violation of Applicable Law), (d) to any other party to this Agreement and, to the extent consisting of information necessary and customary for inclusion in league table measurements, theeach Arranger, acting in such capacity, may share such information with lending industry trade organizations, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding
relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as, or not less favorable to the Borrower than, those of this
Section, to any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement and any actual or prospective counterparty or advisors to any swap or derivative transactions
relating to the Loan Parties and the Obligations (other than to Disqualified Institutions that have been identified in writing to all Lenders (other than, with respect to any Disqualified Institution identified in accordance with the definition of
“Disqualified Institutions,” its Affiliates that are readily identifiable on the basis of their name; provided that the list of Disqualified Institutions may be provided to prospective Lenders or counterparties whether or not such
Lenders or counterparties are Disqualified Institutions), (g) with the consent of the Loan Parties, (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section, or to the knowledge
of such Credit Party, the breach of any other Person’s obligation to keep the information confidential, or (ii) becomes available to any Credit Party on a nonconfidential basis from a source other than the Loan Parties, or (i) to the
extent that such Information is independently developed by such Credit Party. For the purposes of this Section, the term “Information” means all information received from or on behalf of the Loan Parties or any of their Affiliates relating
to their business. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the
confidentiality of such Information as such Person would accord to its own confidential information. 

  
 -115- 













 SECTION 9.16 Patriot Act. Each Lender hereby notifies the Borrower that pursuant to
the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that
identifies the Borrower, which information includes the name and address of such Borrower and other information that will allow such Lender to identify such Borrower in accordance with the Act. The Borrower is in compliance, in all material
respects, with the Act. No part of the proceeds of the Term Loans will be used by the Loan Parties, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for
political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended. 

SECTION 9.17 [Reserved]. 

SECTION 9.18 Intercreditor Agreements. The Loan Parties, the Agents, the Lenders and the other Credit Parties acknowledge that the
exercise of certain of the Agents’ rights and remedies hereunder may be subject to, and restricted by, the provisions of the Intercreditor Agreements. Except as specified herein, nothing contained in the Intercreditor Agreements shall be deemed
to modify any of the provisions of this Agreement and the other Loan Documents, which, as among the Loan Parties, the Agents, the Lenders and the other Credit Parties shall remain in full force and effect. 

SECTION 9.19 No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including
in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties acknowledges and agrees that (i) (A) the arranging and other services regarding this Agreement provided by the Agents
and the
ArrangerArrangers
, are arm’s-length commercial transactions between the Loan Parties and their respective Subsidiaries, on the one hand, and the Agents and the ArrangerArrangers
, on the other hand, (B) each of the Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of Loan Parties is
capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each Agent and theeach Arranger is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the
Loan Parties or any of their respective Subsidiaries, or any other Person and (B) neither any Agent nor theany Arranger has any obligation to the Loan Parties or any of their
respective Subsidiaries with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Agents, the ArrangerArrangers
 and their respective Subsidiaries may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective Subsidiaries, and neither any Agent
nor
theany
 Arranger has any obligation to disclose any of such interests to the Loan Parties or any of their respective Subsidiaries. To the fullest extent permitted by law, each of the Loan Parties hereby waives and
releases any claims that it may have against the Agents and the
ArrangerArrangers
 with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby. 

SECTION 9.20 Acknowledgement and Consent to Bail-In of Affected Financial Institutions.
Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected Financial Institution arising under any
Loan Document may be subject to the write-down and conversion powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: 

(a) the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities
arising hereunder which may be payable to it by any party hereto that is an Affected Financial Institution; and 
 (b) the
effects of any Bail-In Action on any such liability, including, if applicable: 
 (i)
a reduction in full or in part or cancellation of any such liability; 
 (ii) a conversion of all, or a portion of, such
liability into shares or other instruments of ownership in such Affected Financial Institution, its parent entity, or a bridge institution that 

  
 -116- 













 
may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this
Agreement or any other Loan Document; or 
 (iii) the variation of the terms of such liability in connection with the
exercise of the write-down and conversion powers of the applicable Resolution Authority. 
 SECTION 9.21 Acknowledgement Regarding any
Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee or otherwise, for Hedge Agreements or any other agreement or instrument that is a QFC (such support “QFC Credit Support” and each such
QFC a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall
Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable
notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States): 

In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding
under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing
such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such
interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special
Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such
Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is
understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support. 

[SIGNATURE PAGES FOLLOW] 

  
 -117- 













 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by
their respective authorized officers as a sealed instrument as of the day and year first above written. 
  

					
	 BURLINGTON COAT FACTORY WAREHOUSE CORPORATION,

as Borrower

		
	By:	 	  

		 	Name:	 	
		 	Title:	 	


  

					
	 BURLINGTON COAT FACTORY HOLDINGS, LLC,

as a Facility Guarantor

		
	By:	 	  

		 	Name:	 	
		 	Title:	 	


  

					
	 BURLINGTON COAT FACTORY INVESTMENT HOLDINGS, INC.,

as a Facility Guarantor

		
	By:	 	  

		 	Name:	 	
		 	Title:	 	


  

					
	 EACH OF THE SUBSIDIARIES LISTED ON ANNEX A HERETO,

as Facility Guarantors

		
	By:	 	  

		 	Name:	 	
		 	Title:	 	














 
					
	 JPMORGAN CHASE BANK, N.A.,

as Administrative Agent, as Collateral Agent and as a Lender

		
	By:	 	  

		 	Name:	 	
		 	Title:	 	














 ANNEX A 

Facility Guarantors 
 Burlington Coat
Factory Holdings, LLC 
 Burlington Coat Factory Investments Holdings, Inc. 

Burlington Coat Factory of Texas, L.P. 
 Burlington Coat Factory
of Kentucky, Inc. 
 Burlington Coat Factory Direct
Corporation 

Burlington Coat Factory Warehouse
Ofof
 Edgewater Park, Inc. 
 Burlington Coat Factory Warehouse of New Jersey, Inc. 

Burlington Coat Factory Warehouse Of Cleveland, Inc. 

of Burlington Coat Factory Of Puerto Rico, LLC 

Cohoes Fashions Of Cranston, Inc. 
 Burlington Coat Factory
Warehouse
Ofof Baytown Inc. 

Burlington Coat Factory of Pocono Crossing, LLC 
 Burlington Coat
Factory Of Texas, Inc. 
 Burlington Coat Factory Realty Of Edgewater Park, Inc. 

Burlington Coat Factory Realty Of Pinebrook, Inc. 
 Burlington
Coat Factory Warehouse Of Edgewater Park Urban Renewal Corp. 
 BCF Florence Urban Renewal, L.L.C. 

BCF Florence Urban Renewal II, LLC 
 Burlington Merchandising
Corporation 
 Burlington Distribution Corp. 












 EXHIBIT B 

MORTGAGED REAL PROPERTY 
  

					
	        	  	  

PROPERTY
  
	  	  

MORTGAGOR/GRANTOR
  

	 	 	 
	1.	  	 Site # 400

 
 6125 University Dr NW, Madison
County,
 Huntsville, AL (Site #400)

 
	  	Burlington Coat Factory Warehouse Corporation, a Florida corporation (f/k/a Burlington Coat Factory Realty of Huntsville LLC, an Alabama
limited liability company)
	 	 	 
	2.	  	 Site # 366

 
 6225 East Southern Avenue,
Maricopa
 County, Mesa, AZ (Site #366)

 
	  	Burlington Coat Factory of Texas, Inc., a Florida corporation (f/k/a Burlington Coat Factory Realty of Mesa, Inc., an Arizona
corporation)
	 	 	 
	3.	  	 Site # 367

 
 7611 West Thomas Road, Maricopa
County,
 Phoenix, AZ (Site #367)

 
	  	Burlington Coat Factory of Texas, Inc., a Florida corporation (f/k/a Burlington Coat Factory Realty of Desert Sky, Inc., an Arizona
corporation)
	 	 	 
	4.	  	 Site # 323

 
 4762 Telephone Road, Ventura
County,
 Ventura, CA (Site #323)

 
	  	Burlington Coat Factory of Texas, Inc., a Florida corporation (f/k/a Burlington Coat Factory Realty of Ventura, Inc., a California
corporation)
	 	 	 
	5.	  	 Site # 369

 
 6900 Amador Plaza Road, Alameda
County,
 Dublin, CA (Site #369)

 
	  	Burlington Coat Factory of Texas, Inc., a Florida corporation (f/k/a Burlington Coat Factory Realty of Dublin, Inc., a California
corporation)
	 	 	 
	6.	  	 Site # 370/410

 
 5601 Florin Road, Store 101,
Sacramento
 County, Sacramento, CA (Site #370/410)

 
	  	Burlington Coat Factory of Texas, Inc., a Florida corporation (f/k/a Burlington Coat Factory Realty of Florin, Inc., a California
corporation)
	 	 	 
	7.	  	 Site # 512

 

570-A East Mill Street, San Bernardino

County, San Bernardino, CA (Site #512)

 
 LEASEHOLD

 
	  	Burlington Merchandising Corporation, a Delaware corporation (f/k/a/ Burlington Coat Factory of San Bernardino, LLC, f/k/a Burlington Coat
Factory Warehouse of San Bernardino, LLC, a California limited liability company)
	 	 	 
	8.	  	 Site # 546

 
 10 Prospect Hill Terrace, Hartford
County,
 East Windsor, CT (Site #546)

 
	  	Burlington Coat Factory Warehouse Corporation, a Florida corporation (f/k/a Burlington Coat Realty of East Windsor, Inc., a Connecticut
corporation)
	 	 	 
	9.	  	 Site # 322

 
 8204 S. Orange Blossom Trail,
Orange
 County, Orlando, FL (Site #322)

 
	  	Burlington Coat Factory Warehouse Corporation, a Florida corporation (f/k/a Burlington Coat Factory Realty of Orlando, Inc., a Florida
corporation)
	 	 	 
	10.	  	 Site # 375

 
 2244 University Square Mall,
Hillsborough
 County, Tampa, FL (Site #375)

 
	  	Burlington Coat Factory Warehouse Corporation, a Florida corporation (f/k/a Burlington Coat Factory Realty of University Square, Inc., a
Florida corporation)














					
	        	 	  

PROPERTY
  
	  	  

MORTGAGOR/GRANTOR
  

	 	 	 
	11.	 	 Site # 402

 
 6251 West Sample Road, Broward
County,
 Coral Springs, FL (Site #402)

 
	  	Burlington Coat Factory Warehouse Corporation, a Florida corporation (f/k/a Burlington Coat Factory Realty of Coral Springs, Inc., a Florida
corporation)
	 	 	 
	12.	 	 Site # 377/861

 
 3941 Cattlemen Road, Sarasota
County,
 Sarasota, FL (Site #377/861)

 
	  	Burlington Coat Factory Warehouse Corporation, a Florida corporation (f/k/a Bee Ridge Plaza, LLC, a Florida limited liability
company)
	 	 	 
	13.	 	 Site # 453

 
 7475 W Colonial Drive, Orange
County,
 Orlando, FL (Site #453)

 
	  	Burlington Coat Factory Warehouse Corporation, a Florida corporation (f/k/a Burlington Coat Factory Realty of West Colonial, Inc., a Florida
corporation)
	 	 	 
	14.	 	 Site # 290

 
 1516 South Lake Parkway, Clayton
County,
 Morrow, GA (Site #290)

 
	  	Burlington Coat Factory Warehouse Corporation, a Florida corporation (f/k/a Burlington Coat Factory Realty of Morrow, Inc., a Georgia
corporation)
	 	 	 
	15.	 	 Site # 070

 
 8320 South Cicero Ave., Cook
County,
 Burbank, IL (Site #070)

 
	  	Burlington Coat Factory Warehouse Corporation, a Florida corporation (f/k/a Burlington Coat Factory Warehouse Corporation, a Delaware
corporation)
	 	 	 
	16.	 	 Site # 198

 
 6104 Grand Avenue, Lake County,
Gurnee,
 IL (Site #198)

 
	  	Burlington Coat Factory of Texas, Inc., a Florida corporation (f/k/a Burlington Coat Realty of Gurnee, Inc., an Illinois
corporation)
	 	 	 
	17.	 	 Site # 288

 
 16895 S Torrance Road, Cook
County,
 Lansing, IL (Site #288)

 
	  	Burlington Coat Factory of Texas, Inc., a Florida corporation (f/k/a Burlington Coat Factory Realty of River Oaks, Inc., an Illinois
corporation)
	 	 	 
	18.	 	 Site # 372

 
 3 Stratford Square Mall, DuPage
County,
 Bloomingdale, IL (Site #372)

 
	  	Burlington Coat Factory of Texas, Inc., a Florida corporation (f/k/a Burlington Coat Factory Realty of Bloomingdale, Inc., an Illinois
corporation)
	 	 	 
	19.	 	 Site # 409

 
 7901 US Highway 31 South, Marion
County,
 Indianapolis, IN (Site #409)

 
	  	Burlington Coat Factory Warehouse Corporation, a Florida corporation (f/k/a Burlington Coat Factory Realty of Greenwood, Inc., an Indiana
corporation)
	 	 	 
	20.	 	 Site # 333

 
 310 Andover Street, Essex
County,
 Danvers/Peabody, MA (Site #333)

 
	  	Burlington Coat Factory of Texas, Inc., a Florida corporation (f/k/a Burlington Coat Factory Realty of North Attleboro, Inc., a Massachusetts
corporation)
	 	 	 
	21.	 	 Site # 000/991/053

 
 1830 Route 130 North, Burlington
County,
 Burlington, NJ (Site #000/991/053)
	  	 Burlington Coat Factory Warehouse of New Jersey,
Inc., a New Jersey corporation
  
 &

 
 Burlington Coat Factory Warehouse Corporation, a Florida corporation

 















					
	        	 	  

PROPERTY
  
	  	  

MORTGAGOR/GRANTOR
  

	 	 	 
	22.	 	 Site # 005

 
 40 Route 46 West, Morris County,
Pinebrook,
 NJ (Site #005)
	  	 Burlington Coat Factory Warehouse Corporation, a
Florida corporation (f/k/a Burlington Coat Factory of New Jersey, LLC, a New Jersey limited liability company, successor by merger to Burlington Coat Factory of Flemington, Inc., successor by merger to Burlington of Monteville, Inc.)

 

	 	 	 
	23.	 	 Site # 415

 
 44 Route 46, Morris County, Pinebrook,
NJ
 (Site #415)
  

Leasehold
  
	  	Burlington Coat Factory Realty of Pinebrook, Inc., a New Jersey corporation (successor by merger to Burlington Coat Factory Warehouse of
Pinebrook, Inc.)
	 	 	 
	24.	 	 Site # 820

 
 1130 Route 130 (a/k/a 1130 E Route 130
N),
 Burlington County, Burlington, NJ (Site #820)

 
	  	Burlington Coat Factory Warehouse Corporation, a Florida corporation
	 	 	 
	25.	 	 Site # 820B

 
 1164 Route 130, Burlington
County,
 Burlington, NJ (Site #820B)

 
	  	Burlington Coat Factory Warehouse Corporation, a Florida corporation
	 	 	 
	26.	 	 Site # 505

 
 4287 Route 130 South, Burlington
County,
 Edgewater Park, NJ (Site #505)

 
	  	Burlington Coat Factory Warehouse of Edgewater Park Urban Renewal Corp., a New Jersey corporation
	 	 	 
	27.	 	 Site # 213

 
 5959 West Sahara Avenue, Clark
County,
 Las Vegas, NV (Site #213)

 
	  	Burlington Coat Factory Warehouse Corporation, a Florida corporation (f/k/a Burlington Coat Realty of Las Vegas, Inc., a Nevada
corporation)
	 	 	 
	28.	 	 Site # 401

 
 3000 Mountain View Drive,
Allegheny
 County, West Mifflin, PA (Site #401)

 
 Leasehold

 
	  	Burlington Coat Factory Warehouse Corporation, a Florida corporation (f/k/a Burlington Coat Factory Realty of West Mifflin, Inc., a
Pennsylvania corporation (a/k/a BCF Realty of West Mifflin, Inc.))
	 	 	 
	29.	 	 Site # 422

 
 2661 MacArthur Road, Lehigh
County,
 Whitehall, PA (Site #422)

 
 Leasehold

 
	  	Burlington Coat Factory Warehouse Corporation, a Florida corporation (f/k/a Burlington Coat Factory Realty of Whitehall, Inc., a Pennsylvania
corporation)
	 	 	 
	30.	 	 Site # 403

 
 4991 Stage Road, Shelby
County,
 Memphis, TN (Site #403)
	  	 Burlington Coat Factory Warehouse Corporation, a
Florida corporation (f/k/a Burlington Coat Factory Warehouse of Hickory Commons, Inc., a Tennessee corporation, f/k/a Burlington Coat Factory Realty of Memphis, Inc.)

 

	 	 	 
	31.	 	 Site # 177

 
 5858 S. Padre Island Drive, Nueces
County,
 Corpus Christi, TX (Site #177)

 
	  	Burlington Coat Factory Warehouse Corporation, a Florida corporation














					
	        	 	  

PROPERTY
  
	  	  

MORTGAGOR/GRANTOR
  

	 	 	 
	32.	 	 Site # 190

 
 500 East Expressway #83, Hidalgo
County,
 McAllen, TX (Site #190)

 
 LEASEHOLD

 
	  	Burlington Coat Factory Warehouse Corporation, a Florida corporation
	 	 	 
	33.	 	 Site # 203

 
 121 West Parker Road, Collin County
Plano,
 TX (Site #203)

 
	  	Burlington Coat Factory of Texas, Inc., a Florida corporation (f/k/a Burlington Coat Realty of Plano, Inc., a Texas corporation)
	 	 	 
	34.	 	 Site # 232

 
 8415 FM 1960 Rd. W, Harris
County,
 Houston, TX (Site #232)

 
	  	Burlington Coat Factory of Texas, Inc., a Florida corporation (f/k/a Burlington Coat Realty of Houston, Inc., a Texas corporation)
	 	 	 
	35.	 	 Site # 373

 
 3662 West Camp Wisdom Road,
Dallas
 County, Dallas, TX (Site #373)

 
	  	Burlington Coat Factory of Texas, Inc., a Florida corporation (f/k/a Burlington Coat Factory Realty of Westmoreland, Inc., a Texas
corporation)
	 	 	 
	36.	 	 Site # 486

 
 1144 N. Yarbrough Drive, El Paso
County,
 El Paso, TX (Site #486)

 
	  	Burlington Coat Factory of Texas, Inc., a Florida corporation (f/k/a/ Burlington Coat Factory Realty of El Paso, Inc., a Texas
corporation)
	 	 	 
	37.	 	 Site # 079

 
 5976 South State Street, Salt Lake
County,
 Murray, UT (Site #079)

 
	  	Burlington Coat Factory Warehouse Corporation, a Florida corporation
	 	 	 
	38.	 	 Site # 199

 
 2700 Potomac Mills Circle, Suite 445,
Prince
 William County, Prince William, VA (Site #199)

 
	  	Burlington Coat Factory Warehouse Corporation, a Florida corporation (f/k/a Burlington Coat Realty of Potomac, Inc., a Virginia
corporation)
	 	 	 
	39.	 	 Site # 374

 
 5830 North Division Street, Spokane
County,
 Spokane, WA (Site #374)

 
	  	Burlington Coat Factory Warehouse Corporation, a Florida corporation (f/k/a Burlington Coat Factory Realty of Franklin, Inc., a Washington
corporation)
	 	 	 
	40.	 	 Site # 002

 
 1501 W. Zellman Court, Milwaukee
County,
 Milwaukee, WI (Site #002)
	  	 Burlington Coat Factory Warehouse Corporation, a
Florida corporation (f/k/a Burlington Coat Factory of Wisconsin, LLC, a Wisconsin limited liability company, successor by merger to Burlington Coat Factory Warehouse of Milwaukee, Inc., a Wisconsin corporation)