EXHIBIT 4.1


 





AMENDMENT
AND RESTATEMENT AGREEMENT dated as of April 30, 2020 (this “Restatement Agreement”), among L BRANDS, INC.,
a Delaware corporation (the “Company”), the BORROWING SUBSIDIARIES party hereto, the LENDERS party hereto and
JPMORGAN CHASE BANK, N.A., in its capacity as (a) Administrative Agent (in such capacity, the “Administrative Agent”)
under the Amended and Restated Revolving Credit Agreement dated as of August 13, 2019 (as amended, supplemented or otherwise modified
from time to time, the “Existing Revolving Credit Agreement”), among the Company, the Borrowing Subsidiaries
party thereto, the Lenders party thereto and the Administrative Agent and (b) Collateral Agent under the Loan Documents (in such
capacity, the “Collateral Agent”).


 


WHEREAS
the Company has requested, and the undersigned Lenders have agreed, upon the terms and subject to the conditions set forth herein,
that the Existing Revolving Credit Agreement be amended and restated as provided herein.


 


NOW,
THEREFORE, the Company, the undersigned Lenders, the Administrative Agent and the Collateral Agent hereby agree as follows:


 


SECTION
1. Defined Terms. (a) Capitalized terms used but not defined herein shall have the meanings assigned to such terms in
the Restated Revolving Credit Agreement referred to below.


 


(b)
As used in this Restatement Agreement, the following terms have the meanings specified below:


 


“Consenting
Lenders” means the Existing Lenders that have executed and delivered to the Administrative Agent (or its counsel) a
counterpart of this Restatement Agreement (or evidence thereof as contemplated by Section 4(a) below).


 


“Existing”
when used in reference to any defined term for a Person or thing, refers to such Person or thing under the Existing Revolving
Credit Agreement (e.g., “Existing” Lender refers to a Lender under, and as defined in, the Existing Revolving
Credit Agreement).


 


“Restatement
Effective Date” means the date that the conditions set forth or referred to in Section 4 hereof shall be satisfied or
waived.


 


SECTION
2. Amendment and Restatement of the Existing Revolving Credit Agreement; Loans and Letters of Credit. 


 


(a)
Effective on the Restatement Effective Date, (i) the Existing Revolving Credit Agreement is hereby amended and restated to read
in its entirety as set forth in Exhibit A hereto (the “Restated Revolving Credit Agreement”) and (ii)
all the Schedules and Exhibits to the Existing Revolving Credit Agreement are hereby replaced


 




     


     


    

in
their entirety with the Schedules and Exhibits attached to the Restated Revolving Credit Agreement. From and after the effectiveness
of the Restated Revolving Credit Agreement, the terms “Agreement”, “this Agreement”, “herein”,
“hereinafter”, “hereto”, “hereof” and words of similar import, as used in the Restated Revolving
Credit Agreement, shall, unless the context otherwise requires, refer to the Restated Revolving Credit Agreement, and all references
in the Restated Revolving Credit Agreement to “the date hereof”, “the date of this Agreement” or other
words or phrases of similar import shall refer to the date of this Restatement Agreement.


 


(b)
All Existing Letters of Credit outstanding under the Existing Revolving Credit Agreement on the Restatement Effective Date shall
continue to be outstanding and in effect under the Restated Revolving Credit Agreement and, on and after the Restatement Effective
Date, the terms of the Restated Revolving Credit Agreement will govern the rights and obligations of the Company, the Borrowing
Subsidiaries, the Revolving Lenders, the Issuing Banks, the Collateral Agent and the Administrative Agent with respect thereto.


 


(c)
Effective on the Restatement Effective Date, each Existing Lender shall be a party to the Restated Revolving Credit Agreement,
together with the Company, the Borrowing Subsidiaries, the Administrative Agent, the Collateral Agent and the Issuing Banks, and
the Restated Revolving Credit Agreement shall govern the rights and obligations of the parties thereto with respect to the Commitments
and the Credit Exposure; provided that the foregoing shall not be construed to discharge or release the Company from any
obligations owed to any Existing Lender or Issuing Bank under the Existing Revolving Credit Agreement, which shall remain owing
under the Restated Revolving Credit Agreement.


 


(d)
Effective on the Restatement Effective Date, each Consenting Lender hereby authorizes and consents to the amendment and restatement
of the Existing Collateral Agreement to be in the form of Exhibit B hereto (the “Restated US Collateral Agreement”).


 


SECTION
3. Representations and Warranties. The Company represents and warrants that:


 


(a)
This Agreement has been duly authorized, executed and delivered by the Company and the Subsidiaries party hereto and constitutes
a legal, valid and binding obligation of the Company and the Subsidiaries party hereto, enforceable against the Company and the
Subsidiaries party hereto in accordance with its terms, subject to applicable bankruptcy, insolvency and other similar laws affecting
creditors’ rights generally, concepts of reasonableness and general principles of equity, regardless of whether considered
in a proceeding in equity or at law.


 


(b)
As of the Restatement Effective Date, the representations and warranties of the Loan Parties set forth in the Restated Revolving
Credit Agreement, the Restated US Collateral Agreement and the other Loan Documents in effect on the date


 




     


     


    

hereof
are true and correct (i) in the case of representations and warranties that are qualified by materiality, in all respects and
(ii) otherwise, in all material respects, on and as of the Restatement Effective Date, except to the extent such representations
and warranties expressly relate to an earlier date (in which case such representations and warranties are true and correct (i)
in the case of representations and warranties that are qualified by materiality, in all respects and (ii) otherwise, in all material
respects, as of such specified earlier date).


 


(c)
As of the Restatement Effective Date, no Default under the Restated Revolving Credit Agreement has occurred and is continuing.


 


SECTION
4. Conditions. The consummation of the transactions set forth in Section 2 of this Restatement Agreement shall be subject
to the satisfaction (or waiver by the Administrative Agent and the Consenting Lenders) of the following conditions precedent:


 


(a)
The Administrative Agent (or its counsel) shall have received from each Borrower (as defined in the Existing Revolving Credit
Agreement and the Restated Revolving Credit Agreement) and each Consenting Lender (which Consenting Lenders shall constitute Existing
Required Lenders) either (i) a counterpart of this Restatement Agreement signed on behalf of such party or (ii) written evidence
satisfactory to the Administrative Agent (which may include facsimile or other electronic transmission of a signed signature page
of this Restatement Agreement) that such party has signed a counterpart of this Restatement Agreement.


 


(b)
The Administrative Agent (or its counsel) shall have received from the Company and each Subsidiary Loan Party that is a Domestic
Subsidiary either (i) a counterpart of the Restated US Collateral Agreement signed on behalf of such party or (ii) written
evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmission of a signed signature
page of the Restated US Collateral Agreement) that such party has signed a counterpart of the Restated US Collateral Agreement.


 


(c)
The Collateral and Guarantee Requirement shall have been satisfied with respect to clauses (b) and (h) of the definition thereof.


 


(d)
The Administrative Agent shall have received a completed Perfection Certificate, in the form of Exhibit II to the Restated US
Collateral Agreement, dated the Restatement Effective Date and signed by an authorized officer of the Company and each Subsidiary
Loan Party that is a Domestic Subsidiary.


 


(e)
The Administrative Agent shall have received a written opinion dated the Restatement Effective Date of (i) Davis Polk & Wardwell
LLP, New York counsel for the Loan Parties, substantially in the form of Exhibit C hereto, (ii) Stewart McKelvey, Nova Scotia
counsel for the Loan Parties, substantially in the form of Exhibit D hereto, (iii) Morris, Nichols, Arsht & Tunnell LLP, Delaware
counsel for the Loan Parties,


 




     


     


    

substantially
in the form of Exhibit E hereto, (iv) Holland & Hart LLP, Nevada counsel for the Loan Parties, substantially in the form of
Exhibit F hereto, (v) Davis Polk & Wardwell London LLP, English counsel for Victoria’s Secret UK Limited, substantially
in the form of Exhibit G hereto and (vi) Davis Polk & Wardwell, Hong Kong counsel for Mast Industries (Far East) Limited and
LB Full Assortment HK Limited, substantially in the form of Exhibit H hereto, and in each case covering such other matters relating
to the Loan Parties, this Restatement Agreement, the Restated Revolving Credit Agreement, the Restated US Collateral Agreement
and the other Loan Documents in effect on the date hereof as the Administrative Agent shall reasonably request. The Borrowers
hereby request such counsel to deliver such opinion.


 


(f)
The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably
request relating to the organization, existence and good standing of the Loan Parties, the authorization by the Loan Parties of
the transactions contemplated hereby and any other legal matters relating to the Loan Parties or the transactions contemplated
hereby, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel.


 


(g)
The Administrative Agent shall have received a Borrowing Base Certificate, dated the Restatement Effective Date and signed and
certified as accurate and complete by the President, a Vice President, a Director or a Financial Officer of the Company.


 


(h)
The Administrative Agent shall have received a certificate, dated the Restatement Effective Date and signed by the President,
a Vice President, a Director or a Financial Officer of the Company, confirming the representations and warranties set forth in
Section 3 of this Restatement Agreement.


 


(i)
The Administrative Agent shall have received (i) all fees and other amounts due and payable on or prior to the Restatement Effective
Date, including, to the extent invoiced at least one Business Day prior to the Restatement Effective Date, reimbursement or payment
of all out-of-pocket expenses required to be reimbursed or paid by the Borrowers under any Loan Document and (ii) all accrued
and unpaid interest, commitment fees, participation fees and fronting fees under the Existing Revolving Credit Agreement.


 


(j)
(i) No later than one Business Day prior to the Restatement Effective Date, the Administrative Agent shall have received all documentation
and other information reasonably requested by it or any Lender at least two Business Days prior to the Restatement Effective Date
to satisfy the requirements of bank regulatory authorities under applicable “know your customer” and anti-money laundering
rules and regulations, including the Patriot Act, and (ii) to the extent a Borrower qualifies as a “legal entity”
under the Beneficial Ownership Regulation, no later than one Business Day prior to the Restatement Effective Date, any Lender
that has requested at least two Business Days prior to the Restatement Effective Date a Beneficial Ownership Certification in
relation to the Borrowers shall have received such Beneficial Ownership Certification.


 




     


     


    

(k)
The Company shall, or shall cause the applicable Existing Borrowing Subsidiaries to, repay all Loans made to any Existing Borrowing
Subsidiaries under the Existing Revolving Credit Agreement that will, effective as of the Restatement Effective Date, cease to
be Borrowers under the Restated Revolving Credit Agreement.


 


(l)
If immediately after the effectiveness of the Restated Revolving Credit Agreement, the Aggregate Credit Exposure would exceed
the Maximum Borrowing Amount, the Company shall, on the Restatement Effective Date, prepay any such excess in accordance with
Section 2.10(a) of the Restated Revolving Credit Agreement.


 


(m)
If immediately after the effectiveness of the Restated Revolving Credit Agreement, the Consolidated Cash Balance would exceed
$350,000,000, the Company shall, on the Restatement Effective Date, prepay any such excess in accordance with Section 2.10(b)
of the Restated Revolving Credit Agreement.


 


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


 


SECTION
5. Loan Document. This Restatement Agreement shall constitute a “Loan Document” for all purposes of the Restated
Revolving Credit Agreement and the other Loan Documents.


 


SECTION
6. Fees. The Company agrees to pay to the Administrative Agent, for the account of each Consenting Lender, a fee in an
amount previously agreed between the Company and the Administrative Agent. Such fee shall be due and payable on the Restatement
Effective Date.


 


SECTION
7. Expenses. The Company agrees to reimburse each of the Administrative Agent and the Collateral Agent for the reasonable
and documented out-of-pocket expenses incurred by it in connection with the transactions contemplated hereby, including the reasonable
and documented fees, charges and disbursements of Cravath, Swaine & Moore LLP, counsel for the Administrative Agent and
the Collateral Agent.


 


SECTION
8. Counterparts; Amendments. This Restatement Agreement may not be amended nor may any provision hereof be waived except
pursuant to a writing signed by the Borrowers, the Administrative Agent, the Collateral Agent and the Consenting Lenders. This
Restatement Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which
when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Restatement
Agreement by facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart of this
Restatement Agreement.


 


SECTION
9. Notices. All notices hereunder shall be given in accordance with the provisions of Section 8.01 of the Restated
Revolving Credit Agreement.


 




     


     


    

SECTION
10. Applicable Law. This Restatement Agreement shall be construed in accordance with and governed by the law of the State
of New York.


 


SECTION
11. Incorporation by Reference. The provisions of Sections 8.09(b), 8.09(c), 8.09(d) and 8.10 of the Restated Revolving
Credit Agreement are hereby incorporated by reference, mutatis mutandis.


 


SECTION
12. Headings. The Section headings used herein are for convenience of reference only, are not part of this Restatement
Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Restatement Agreement.


 


[Signature
Pages Follow]


 




     


     


    

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


 


	 	L BRANDS, INC.
	 	by

         

	 	 	/s/ Timothy J. Faber
	 	 	Name: Timothy J. Faber
	 	 	Title:SVP and Treasurer


  


 


	 	BATH
& BODY WORKS (CANADA) CORP. 

        VICTORIA’s
SECRET UK LIMITED 

        MAST
INDUSTRIES (FAR EAST) LIMITED 

        LB
FULL ASSORTMENT HK LIMITED 

	 	 
	 	 
	 	 
	 	by

         

	 	 	/s/ Timothy J. Faber
	 	 	Name: Timothy J. Faber
	 	 	Title:Director


 


 


 


[Signature
Page to Amendment and Restatement Agreement] 




     


     


    

	 	

    JPMORGAN CHASE BANK, N.A., 

    individually and as Administrative Agent and Collateral Agent,
	 	 
	 	by	 
	 	 	/s/ Tony Yung
	 	 	Name:Tony Yung
	 	 	Title: Executive Director


  


 


 


 


[Signature
Page to Amendment and Restatement Agreement] 




     


     


    

	 	SIGNATURE PAGE TO AMENDMENT
        AND RESTATEMENT AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE AMENDED AND RESTATED REVOLVING CREDIT
        AGREEMENT DATED AS OF AUGUST 13, 2019, AMONG L BRANDS, INC., THE BORROWING SUBSIDIARIES PARTY THERETO, THE LENDERS PARTY
        THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT

         

         

        Name of Lender (with
each Lender that is also an Issuing Bank executing both in its capacity as a Lender and as an Issuing Bank): 

	 	 
	 	 
	 	BANK
        OF AMERICA, N.A.

         

	 	 
	 	 
	 	By:
	/s/ Anthony Hoye 

        Name:
Anthony Hoye

Title:  Director 

	 	 





 


 


[Signature
Page to Amendment and Restatement Agreement]




     


     


    

	 	SIGNATURE PAGE TO AMENDMENT
        AND RESTATEMENT AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE AMENDED AND RESTATED REVOLVING CREDIT
        AGREEMENT DATED AS OF AUGUST 13, 2019, AMONG L BRANDS, INC., THE BORROWING SUBSIDIARIES PARTY THERETO, THE LENDERS PARTY
        THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT

        


         

        Name of Lender (with
        each Lender that is also an Issuing Bank executing both in its capacity as a Lender and as an Issuing Bank):

         

	 	 
	 	Barclays
        Bank PLC

         

	 	 
	 	 





	 	By:
	 /s/ Ritam Bhalla

        Name: Ritam Bhalla

Title:   Director









 


 


[Signature
Page to Amendment and Restatement Agreement] 




     


     


    

	 	SIGNATURE PAGE TO AMENDMENT
        AND RESTATEMENT AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE AMENDED AND RESTATED REVOLVING CREDIT
        AGREEMENT DATED AS OF AUGUST 13, 2019, AMONG L BRANDS, INC., THE BORROWING SUBSIDIARIES PARTY THERETO, THE LENDERS PARTY
        THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT

         

         

        Name of Lender (with
each Lender that is also an Issuing Bank executing both in its capacity as a Lender and as an Issuing Bank): 

	 	 
	 	 
	 	Citibank,
        N.A.

         

	 	 
	 	 
	 	By:
	 /s/ Anita Philip

        Name: Anita Philip

Title:   Director 






 


 


 


[Signature
Page to Amendment and Restatement Agreement] 




     


     


    

	 	SIGNATURE PAGE TO AMENDMENT
        AND RESTATEMENT AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE AMENDED AND RESTATED REVOLVING CREDIT
        AGREEMENT DATED AS OF AUGUST 13, 2019, AMONG L BRANDS, INC., THE BORROWING SUBSIDIARIES PARTY THERETO, THE LENDERS PARTY
        THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT

         

         

        Name of Lender (with
each Lender that is also an Issuing Bank executing both in its capacity as a Lender and as an Issuing Bank):

	 	 
	 	 
	 	HSBC
        Bank USa, n.a.

         

	 	 
	 	 
	 	By:
	/s/ Robert F.
        Mello

        

        Name: Robert F. Mello

Title:   Senior Vice President 









 


 


[Signature
Page to Amendment and Restatement Agreement] 




     


     


    

	 	SIGNATURE PAGE TO AMENDMENT
        AND RESTATEMENT AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE AMENDED AND RESTATED REVOLVING CREDIT
        AGREEMENT DATED AS OF AUGUST 13, 2019, AMONG L BRANDS, INC., THE BORROWING SUBSIDIARIES PARTY THERETO, THE LENDERS PARTY
        THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT

         

         

        Name of Lender (with
each Lender that is also an Issuing Bank executing both in its capacity as a Lender and as an Issuing Bank): 

	 	 
	 	 
	 	wells
        fargo bank, national association

         

	 	 
	 	 
	 	By:
	 /s/ Carl Hinrichs

        

        Name: Carl Hinrichs

Title:   Director 









 


 


[Signature
Page to Amendment and Restatement Agreement] 




     


     


    

	 	SIGNATURE PAGE TO AMENDMENT
        AND RESTATEMENT AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE AMENDED AND RESTATED REVOLVING CREDIT
        AGREEMENT DATED AS OF AUGUST 13, 2019, AMONG L BRANDS, INC., THE BORROWING SUBSIDIARIES PARTY THERETO, THE LENDERS PARTY
        THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT

         

	 	 
	 	INdustrial
        and commercial bank of china limited new york branch, as a Lender

         

	 	 
	 	 
	 	By:
	 /s/ Haiyao Su

        

        Name: Haiyao
Su

Title:   Executive Director 

	 	 
	 	By:
	/s/ Xiaoyu Yang

        

        Name: Xiaoyu
Yang

Title:    Vice President 









 


 


 


[Signature
Page to Amendment and Restatement Agreement]  




     


     


    

	 	SIGNATURE PAGE TO AMENDMENT
        AND RESTATEMENT AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE AMENDED AND RESTATED REVOLVING CREDIT
        AGREEMENT DATED AS OF AUGUST 13, 2019, AMONG L BRANDS, INC., THE BORROWING SUBSIDIARIES PARTY THERETO, THE LENDERS PARTY
        THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT

         

         

        Name of Lender (with
        each Lender that is also an Issuing Bank executing both in its capacity as a Lender and as an Issuing Bank):

         

	 	 
	 	Keybank
        National association, as a Lender

         

	 	 
	 	 
	 	By:
	 /s/ Linda Skinner

        

        Name: Linda Skinner

Title:   VP 






 


 


 


[Signature
Page to Amendment and Restatement Agreement] 




     


     


    

	 	SIGNATURE PAGE TO AMENDMENT
        AND RESTATEMENT AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE AMENDED AND RESTATED REVOLVING CREDIT
        AGREEMENT DATED AS OF AUGUST 13, 2019, AMONG L BRANDS, INC., THE BORROWING SUBSIDIARIES PARTY THERETO, THE LENDERS PARTY
        THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT

         

         

        Name of Lender (with
        each Lender that is also an Issuing Bank executing both in its capacity as a Lender and as an Issuing Bank):

         

	 	 
	 	mizuho
        bank, ltd

         

	 	 
	 	 
	 	By: 
	/s/
Tracy Rahn 

        Name: Tracy Rahn

Title:   Executive Director









 


 


[Signature
Page to Amendment and Restatement Agreement] 




     


     


    

	 	SIGNATURE PAGE TO AMENDMENT
        AND RESTATEMENT AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE AMENDED AND RESTATED REVOLVING CREDIT
        AGREEMENT DATED AS OF AUGUST 13, 2019, AMONG L BRANDS, INC., THE BORROWING SUBSIDIARIES PARTY THERETO, THE LENDERS PARTY
        THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT

         

         

        Name of Lender (with
        each Lender that is also an Issuing Bank executing both in its capacity as a Lender and as an Issuing Bank):

         

	 	 
	 	the
        huntington national bank

         

	 	 
	 	 
	 	By:
	 /s/ Dan Swanson

        

        Name: Dan Swanson

Title:   Vice President 









 


 


[Signature
Page to Amendment and Restatement Agreement] 




     


     


    

	 	SIGNATURE PAGE TO AMENDMENT
        AND RESTATEMENT AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE AMENDED AND RESTATED REVOLVING CREDIT
        AGREEMENT DATED AS OF AUGUST 13, 2019, AMONG L BRANDS, INC., THE BORROWING SUBSIDIARIES PARTY THERETO, THE LENDERS PARTY
        THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT

         

	 	 
	 	pnc
        bank, national association

         

	 	 
	 	 
	 	By:
	 /s/ Lynn Z. Thomas

        

        Name: Lynn Z. Thomas

Title:   Senior Vice President 









 


 


[Signature
Page to Amendment and Restatement Agreement] 




     


     


    

	 	SIGNATURE PAGE
        TO AMENDMENT AND RESTATEMENT AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE AMENDED AND RESTATED
        REVOLVING CREDIT AGREEMENT DATED AS OF AUGUST 13, 2019, AMONG L BRANDS, INC., THE BORROWING SUBSIDIARIES PARTY THERETO,
        THE LENDERS PARTY THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT

         

	 	 
	 	the
        baank of nova scotia

         

	 	 
	 	 
	 	By:
	 /s/ Sangeeta Shah

        

        Name: Sangeeta
        Shah

        Title:   Director

        






 





 


[Signature
Page to Amendment and Restatement Agreement] 




     


     


    

	 	SIGNATURE PAGE TO AMENDMENT
        AND RESTATEMENT AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE AMENDED AND RESTATED REVOLVING CREDIT
        AGREEMENT DATED AS OF AUGUST 13, 2019, AMONG L BRANDS, INC., THE BORROWING SUBSIDIARIES PARTY THERETO, THE LENDERS PARTY
        THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT

         

         

        Name of Lender (with
        each Lender that is also an Issuing Bank executing both in its capacity as a Lender and as an Issuing Bank):

         

	 	 
	 	MUFg
        bank, ltd

         

	 	 
	 	 
	 	By:
	/s/ John McDevitt

        

        Name: John McDevitt

Title:  Director 






 





 


[Signature
Page to Amendment and Restatement Agreement] 




     


     


    

	 	LENDERS UNDER THE
        CREDIT AGREEMENT

         

        SIGNATURE PAGE TO AMENDMENT
        AND RESTATEMENT AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE AMENDED AND RESTATED REVOLVING CREDIT
        AGREEMENT REFERRED TO THEREIN AMONG L BRANDS, INC., THE BORROWING SUBSIDIARIES PARTY THERETO, THE LENDERS PARTY THERETO
        AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT

         

         

        Name of Lender (with
        each Lender that is also an Issuing Bank executing both in its capacity as a Lender and as an Issuing Bank):

         

         

	 	U.s.
        bank national association

         

	 	 
	 	 
	 	By:
	 /s/ Daniel Yu

        

        Name: Daniel Yu

Title:  Senior Vice President 



  


 


	 	U.s.
        bank national association, 

        

        canada
        branch

         

	 	 
	 	 
	 	By:

	/s/ Daniel Yu

        

        Name: Daniel
Yu

Title:   Senior Vice President



 


 


 


[Signature
Page to Amendment and Restatement Agreement] 




     


     


    


EXHIBIT


 


	Exhibits	 
	Exhibit
    A	Amended
    and Restated Revolving Credit Agreement
	Exhibit
    B	Form
    of Restated US Collateral Agreement
	Exhibit
    C	Form
    of Opinion of Davis Polk & Wardwell LLP, New York counsel for the Loan Parties
	Exhibit
    D	Form
    of Opinion of Stewart McKelvey, Nova Scotia counsel for the Loan Parties
	Exhibit
    E	Form
    of Opinion of Morris, Nichols, Arsht & Tunnell LLP, Delaware counsel for the Loan Parties
	Exhibit
    F	Form
    of Opinion of Holland & Hart LLP, Nevada counsel for the Loan Parties
	Exhibit
    G	Form
    of Opinion of Davis Polk & Wardwell London LLP, English counsel for Victoria’s Secret UK Limited
	Exhibit
    H	Form
    of Opinion of Davis Polk & Wardwell, Hong Kong counsel for Mast Industries (Far East) Limited and LB Full Assortment HK
    Limited




     


     


    

EXHIBIT
A


 




     


     


    
 





EXHIBIT A


 









 



  


AMENDED AND
RESTATED





REVOLVING
CREDIT AGREEMENT





dated as
of April 30, 2020,


 


Amending
and Restating the


 


Amended and
Restated Revolving Credit Agreement





dated as
of August 13, 2019,



among





L BRANDS,
INC.,





The Borrowing
Subsidiaries Party Hereto,





The Lenders
Party Hereto


 


and


 


JPMORGAN
CHASE BANK, N.A.,





as Administrative
Agent and Collateral Agent





______________________________________________


 


 


JPMORGAN
CHASE BANK, N.A., BANK OF AMERICA, N.A., BARCLAYS BANK PLC, CITIBANK, N.A., HSBC
SECURITIES (USA) INC. and WELLS FARGO BANK, NATIONAL ASSOCIATION


 


as Joint
Lead Arrangers and Joint Bookrunners


 


and


 


BANK OF AMERICA,
N.A., BARCLAYS BANK PLC,





CitiBANK,
N.A., HSBC BANK USA, N.A. and WELLS FARGO BANK, NATIONAL ASSOCIATION





as Co-Syndication
Agents


 


and


 


BARCLAYS
BANK PLC, INDUSTRIAL & COMMERCIAL BANK OF CHINA LTD., NEW YORK BRANCH, KEYBANK NATIONAL ASSOCIATION and MIZUHO BANK, LTD.

as Co-Documentation Agents


 









 



 








     


     


    

TABLE OF
CONTENTS


 


Page


 







	ARTICLE
    I 



Definitions
	SECTION
    1.01.   Defined Terms	1
	SECTION
    1.02.   Classification of Loans and Borrowings	51
	SECTION
    1.03.   Terms Generally	51
	SECTION
    1.04.   Accounting Terms; GAAP	53
	SECTION
    1.05.   Exchange Rates	53
	SECTION
    1.06.   Letter of Credit Amounts	54
	SECTION
    1.07.   Divisions	54
	SECTION
    1.08.   Interest Rates; LIBOR Notification	55
	ARTICLE
    II 



The Credits
	SECTION
    2.01.   Commitments	55
	SECTION
    2.02.   Loans and Borrowings	56
	SECTION
    2.03.   Requests for Borrowings	57
	SECTION
    2.04.   Protective Advances	58
	SECTION
    2.05.   Letters of Credit	59
	SECTION
    2.06.   Funding of Borrowings	65
	SECTION
    2.07.   Interest Elections	66
	SECTION
    2.08.   Termination, Reduction and Increase of Commitments; Incremental Revolving Commitments	67
	SECTION
    2.09.   Repayment of Loans; Evidence of Indebtedness	70
	SECTION
    2.10.   Prepayment of Loans	71
	SECTION
    2.11.   Fees	72
	SECTION
    2.12.   Interest	73
	SECTION
    2.13.   Alternate Rate of Interest	75
	SECTION
    2.14.   Increased Costs	77
	SECTION
    2.15.   Break Funding Payments	78
	SECTION
    2.16.   Taxes	79
	SECTION
    2.17.   Payments Generally; Pro Rata Treatment; Sharing of Set-offs	82
	SECTION
    2.18.   Mitigation Obligations; Replacement of Lenders	84
	SECTION
    2.19.   Defaulting Lenders	86
	SECTION
    2.20.   Additional Borrowers; Borrowing Subsidiary Terminations	87
	SECTION
    2.21.   Canadian Borrower Costs	88



 



    i


     


    




	ARTICLE
    III 



Representations and Warranties
	SECTION
    3.01.   Corporate Existence and Power	89
	SECTION
    3.02.   Corporate and Governmental Authorization; No Contravention	89
	SECTION
    3.03.   Binding Effect	89
	SECTION
    3.04.   Financial Information	89
	SECTION
    3.05.   Litigation and Environmental Matters	89
	SECTION
    3.06.   Anti-Corruption Laws and Sanctions	90
	SECTION
    3.07.   Subsidiaries	90
	SECTION
    3.08.   Not an Investment Company	91
	SECTION
    3.09.   ERISA	91
	SECTION
    3.10.   Taxes	92
	SECTION
    3.11.   Disclosure	92
	SECTION
    3.12.   Credit Card Agreements	92
	ARTICLE
    IV 



Conditions
	SECTION
    4.01.   Intentionally Omitted	92
	SECTION
    4.02.   Each Credit Event	93
	ARTICLE
    V 



Covenants
	SECTION
    5.01.   Information	93
	SECTION
    5.02.   Maintenance of Properties	96
	SECTION
    5.03.   Maintenance of Insurance	96
	SECTION
    5.04.   Preservation of Corporate Existence	97
	SECTION
    5.05.   Inspection of Property, Books and Records	97
	SECTION
    5.06.   Fixed Charge Coverage Ratio	97
	SECTION
    5.07.   [Reserved.]	97
	SECTION
    5.08.   Limitation on Liens	97
	SECTION
    5.09.   Compliance with Laws	100
	SECTION
    5.10.   Limitations on Indebtedness	100
	SECTION
    5.11.   Transactions with Affiliates	102
	SECTION
    5.12.   Consolidations, Mergers	102
	SECTION
    5.13.   Sales of Assets	103
	SECTION
    5.14.   Use of Proceeds	105
	SECTION
    5.15.   Information Regarding Collateral; Deposit and Securities Accounts	105
	SECTION
    5.16.   Collateral and Guarantee Requirement	106
	SECTION
    5.17.   Investments	106







    ii


     


    

 


	SECTION
    5.18.   Restricted Payments	108
	SECTION
    5.19.   Restrictive Agreements	108
	SECTION
    5.20.   Credit Ratings	109
	SECTION
    5.21.   Prepayment Avoidance	109
	SECTION
    5.22.   Control Agreements	109
	SECTION
    5.23.   Field Examinations and Appraisals	109
	SECTION
    5.24.   Credit Card Agreements and Notifications	110
	SECTION
    5.25.   Canadian Defined Benefit Pension Plan	110
	SECTION
    5.26.   Post-Closing Obligations	110
	ARTICLE


    

VI Events of Default and Remedies
	SECTION
    6.01.   Events of Default	111
	SECTION
    6.02.   Remedies	113
	SECTION
    6.03.   Notice of Default	113
	ARTICLE
    VII 



The Agents
	SECTION
    7.01.   The Agents	113
	SECTION
    7.02.   Certain ERISA Matters	117
	ARTICLE
    VIII 



Miscellaneous
	SECTION
    8.01.   Notices	119
	SECTION
    8.02.   Waivers; Amendments	120
	SECTION
    8.02A.   Certain ABL Amendments	121
	SECTION
    8.03.   Expenses; Indemnity; Damage Waiver	122
	SECTION
    8.04.   Successors and Assigns	123
	SECTION
    8.05.   Survival	127
	SECTION
    8.06.   Counterparts; Integration; Effectiveness; Electronic Execution	127
	SECTION
    8.07.   Severability	128
	SECTION
    8.08.   Right of Setoff	128
	SECTION
    8.09.   Governing Law; Jurisdiction; Consent to Service of Process	128
	SECTION
    8.10.   WAIVER OF JURY TRIAL	129
	SECTION
    8.11.   Headings	129
	SECTION
    8.12.   Confidentiality	129
	SECTION
    8.13.   Interest Rate Limitation	130
	SECTION
    8.14.   Collateral	130
	SECTION
    8.15.   USA Patriot Act and Beneficial Ownership Regulation	130
	SECTION
    8.16.   Canadian Anti-Money Laundering Legislation	131







    iii


     


    

 


	SECTION
    8.17.   Continuing Obligations	131
	SECTION
    8.18.   Judgment Currency	132
	SECTION
    8.19.   Intercreditor Agreement	132
	SECTION
    8.20.   Acknowledgement and Consent to Bail-In of Affected Financial Institutions	134
	SECTION
    8.21.   Acknowledgement Regarding Any Supported QFCs	134
	SECTION
    8.22.   MIRE Events	135
	SECTION
    8.23.   Release	135







 


 


 




SCHEDULES:


 


Schedule 1.01(a) – Unrestricted
Subsidiaries





Schedule 2.01 – Commitments 


Schedule 3.05 – Disclosed
Matters





Schedule 3.07 – Consolidated
Domestic and Canadian Subsidiaries 


Schedule 3.12 – Credit
Card Agreements





Schedule 5.08 – Existing
Liens 


Schedule 5.10 – Existing
Indebtedness





Schedule 5.19 – Restrictive
Agreements


 


EXHIBITS:


 


Exhibit
A – Form of Assignment and Assumption 


Exhibit
B-1 – Form of Additional Borrower Agreement





Exhibit
B-2 – Form of Borrowing Subsidiary Termination 


Exhibit
C – Form of Borrowing Base Certificate


 




    iv


     


    

SCHEDULE 1.01(a)


 


AMENDED AND
RESTATED REVOLVING CREDIT AGREEMENT (the “Agreement”) dated as of April 30, 2020, among L BRANDS, INC., a Delaware
corporation, the BORROWING SUBSIDIARIES party hereto, the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative
Agent and Collateral Agent.


 


Reference is
made to the Amendment and Restatement Agreement (the “Restatement Agreement”) dated as of April 30, 2020, relating
to the Amended and Restated Revolving Credit Agreement dated as of August 13, 2019 (the “Existing Credit Agreement”),
among L Brands, Inc., the borrowing subsidiaries party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative
Agent. Pursuant to the Restatement Agreement, the Existing Credit Agreement is being amended and restated in the form hereof.


 


The parties
hereto agree as follows:


 


ARTICLE
I


 



Definitions


 


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


 


“ABL
Collection Account” has the meaning assigned to such term in the Collateral Agreements.


 


“ABL
Priority Collateral” means, at any time, any and all of the following that constitute Collateral, whether now owned
or hereafter acquired and wherever located: (a) all Accounts (other than (x) Accounts arising under agreements for sale of Non-ABL
Priority Collateral described in clauses (a) through (h) of the definition of such term to the extent constituting identifiable
Proceeds of such Non-ABL Priority Collateral and (y) Accounts pledged in support of Specified Receivables Facilities), (b) all
Payment Intangibles, including all corporate and other tax refunds and all Credit Card Receivables and all other rights to payment
arising therefrom in a credit-card, debit-card, prepaid-card or other payment-card transaction (other than any Payment Intangibles
constituting identifiable Proceeds of Non-ABL Priority Collateral described in clauses (a) through (f) and (h) of the definition
of such term); (c) all Inventory; (d) all Deposit Accounts and Securities Accounts (including the ABL Collection Account and the
Concentration Account) and all cash, cash equivalents and other assets contained in, or credited to, and all Securities Entitlements
arising from, any such Deposit Accounts or Securities Accounts (in each case, other than any identifiable Proceeds of Non-ABL
Priority Collateral described in clauses (a) through (h) of the definition of such term); (e) after the effectiveness of the Initial
Borrowing Base and for so long as Eligible Real Property is included in the Borrowing Base at such time, all real property, related
appurtenant rights and Fixtures and interests therein (including both fee and leasehold interests) located in the United States
of America; (f) all rights to business interruption insurance and all rights to credit insurance with respect to any Accounts
(in each case, regardless of whether the Collateral Agent is a loss payee thereof); (g) solely to the extent evidencing,


 




     


    2 


    

governing,
securing or otherwise relating to any of the items constituting ABL Priority Collateral under clauses (a) through (e) above, (i)
all General Intangibles (excluding Intellectual Property, Indebtedness (or any evidence thereof) between or among the Company
or any of the Subsidiaries Loan Parties and any Equity Interests, but including all contract rights as against operators of storage
facilities and as against other transporters of Inventory and all rights as consignor or consignee, whether arising by contract,
statute or otherwise), (ii) Instruments (including Promissory Notes), (iii) Documents (including each warehouse receipt or
bill of lading covering any Inventory), (iv) insurance policies (regardless of whether the Collateral Agent is a loss payee thereof),
(v) licenses from any Governmental Authority to sell or to manufacture any Inventory and (vi) Chattel Paper; (h) all collateral
and guarantees given by any other Person with respect to any of the foregoing, and all other Supporting Obligations (including
Letter-of-Credit Rights) with respect to any of the foregoing; (i) all books and Records to the extent relating to any of the
foregoing; and (j) all products and Proceeds of the foregoing. Notwithstanding the foregoing, the term “ABL Priority Collateral”
shall not include any assets referred to in clauses (a) through (h) of the definition of the term “Non-ABL Priority Collateral”.
Capitalized terms used in this definition but not defined herein have the meanings assigned to them in the Collateral Agreements.


 


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


 


“Acceptable
Appraisal and Field Exam” means (a) an appraisal of the Inventory of each Loan Party from an appraiser selected and
engaged by the Collateral Agent at the Borrowers’ expense and (b) a field examination of the Collateral to be included in
the Initial Borrowing Base and related reporting and control systems conducted by the Collateral Agent (or its designee), in each
case satisfactory in form and substance to the Collateral Agent in its Permitted Discretion (such approval not to be unreasonably
withheld, conditioned or delayed).


 


“Account”
has the meaning specified in the UCC.


 


“Account
Debtor” means any Person obligated on an Account.


 


“Additional
Borrower Agreement” has the meaning set forth in Section 2.20.


 


“Additional
Borrowers” means, at any time, with respect to the Commitments, Loans and Letters of Credit of any Class, each of the
wholly-owned Domestic Subsidiaries or Canadian Subsidiaries that has been designated as an Additional Borrower in respect of such
Class pursuant to Section 2.20 or an Incremental Facility Agreement.


 


“Adjusted
LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest Period, an interest rate per annum (rounded
upwards, if necessary, to the next 1/100 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the
Statutory Reserve Percentage; provided that, notwithstanding the foregoing, the Adjusted LIBO Rate shall at no time be
less than 0.75% per annum.


 




     


    3 


    

“Administrative
Agent” means JPMorgan Chase Bank, N.A., in its capacity as administrative agent for the Lenders hereunder, and its Affiliates
in such capacity.


 


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


 


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


 


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


 


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


 


“Aggregate
Commitments” means, at any time, the sum of the Commitments of all the Lenders at such time.


 


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


 


“Alternate
Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b)
the NYFRB Rate in effect on such day plus 1⁄2 of 1% per annum and (c) the Adjusted LIBO Rate on such day (or if such day
is not a Business Day, the immediately preceding Business Day) for a deposit in dollars with a maturity of one month plus 1% per
annum; provided, that for purposes of this definition, Adjusted LIBO Rate for any day shall be based on the LIBO Screen
Rate on such day for deposits in dollars with a maturity of one month (or, if the LIBO Screen Rate is not available for such one
month maturity, the Interpolated Rate) at approximately 11:00 a.m., London time. Any change in the Alternate Base Rate due to
a change in the Prime Rate, the NYFRB Rate or the Adjusted LIBO Rate shall be effective from and including the effective date
of such change in the Prime Rate, the NYFRB Rate or the Adjusted LIBO Rate, respectively. If the Alternate Base Rate is being
used as an alternate rate of interest pursuant to Section 2.13 (for the avoidance of doubt, only until an amendment hereto has
become effective pursuant to Section 2.13(b)), then for purposes of clause (c) above the Adjusted LIBO Rate shall be deemed to
be 0.75%. Notwithstanding the foregoing, the Alternate Base Rate shall at no time be less than 1.75% per annum.


 


“Anti-Corruption
Laws” means FCPA, the U.K. Bribery Act 2010 and all other laws, rules and regulations of any jurisdiction concerning
or relating to bribery, corruption or money laundering, in each case to the extent applicable to the Company and its Subsidiaries.


 


“Applicable
Creditor” has the meaning set forth in Section 8.18(b).


 


“Applicable
Percentage” means, with respect to any Revolving Lender or any Lender of any other Class, the percentage of the total
Revolving Commitments or total Commitments of any other Class, as applicable, represented by such Lender’s Revolving Commitment
or Commitment of any other Class. If the Revolving Commitments or Commitments of any other Class have terminated or expired, the


 




     


    4 


    

Applicable
Percentages shall be determined based upon the Revolving Commitments or Commitments of any other Class most recently in effect,
giving effect to any assignments.


 


“Applicable
Rate” means, for any day, with respect to any Eurodollar or CDOR Rate Revolving Loan, ABR or Canadian Prime Rate Loan,
with respect to any Protective Advance or with respect to the participation fees payable hereunder in respect of Letters of Credit
and commitment fees payable hereunder in respect of the Commitments, as the case may be, the applicable rate per annum set forth
below under the caption “Eurodollar (LIBO Rate) / CDOR Rate Spread”, “ABR / Canadian Prime Rate Spread”,
“LC Participation Fee Rate” or “Commitment Fee Rate”, as the case may be, based upon the Company’s
Average Daily Excess Availability applicable on such date:


 


	Average
Daily Excess Availability:
	Eurodollar
(LIBO Rate) / CDOR Rate Spread
	ABR
/ Canadian Prime Rate Spread


	Commitment

Fee

Rate
	LC
Participation Fee Rate



	Category
        1

        

        >
66.7% 
	1.75%

         
	0.75%

         
	0.30%	1.75%
	Category
        2

        

        <
66.7% but > 33.3% 
	2.00%

         
	1.00%

         
	0.30%	2.00%
	Category
        3

        

        <
33.3% 
	2.25%

         
	1.25%

         
	0.30%	2.25%


 


The Applicable
Rate shall be determined based on Average Daily Excess Availability for the most recently ended fiscal quarter of the Company
as set forth in the table above. Each change to the Applicable Rate shall be effective on the first day of the first month immediately
following the last day of such fiscal quarter; provided that prior to the end of the first full fiscal quarter of the Company
after the Restatement Effective Date, the Applicable Rate shall be determined by reference to Category 1 in the table above. Notwithstanding
the foregoing provisions of this definition, the Applicable Rate shall be determined by reference to Category 3 in the table above
(a) if the Company shall fail to deliver any Borrowing Base Certificate by the time required under Section 5.01(a)(iii), for the
period from and including the day following the date on which such Borrowing Base Certificate shall have been due to and including
the day on which such Borrowing Base Certificate shall have been delivered, and (b) at any other time that an Event of Default
has occurred and is continuing (unless such increase in the Applicable Rate is otherwise waived by the Required Lenders).


 


“Approved
Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in
bank loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by a Lender,
an Affiliate of a Lender or an entity or an Affiliate of an entity that administers or manages a Lender.


 




     


    5 


    

“Assignment
and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent
of any party whose consent is required by Section 8.04), and accepted by the Administrative Agent, in the form of Exhibit A
or any other form approved by the Administrative Agent.


 


“Availability
Period” means the period from and including the Restatement Effective Date to but excluding the earlier of the Maturity
Date and the date of termination of the Commitments.


 


“Average
Daily Excess Availability” means, with respect to any fiscal quarter, (a)(i) the sum of Excess Availability for each
day during such fiscal quarter, divided by (ii) the number of days in such fiscal quarter, divided by (b)(i) the Aggregate Commitments
in effect for each day during such fiscal quarter divided by (ii) the number of days in such fiscal quarter.


 


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


 


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


 


“Bankruptcy
Code” means title 11 of the United States Code, as amended.


 


“Bankruptcy
Event” means, with respect to any Person, that such Person has filed a petition or application seeking relief under
any applicable Insolvency Law or similar law of any jurisdiction, has become the subject of a voluntary or involuntary bankruptcy
or insolvency proceeding, or has had a receiver, interim receiver, receiver and manager, liquidator, sequestrator, conservator,
trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or
liquidation of its business appointed for it, or, in the good faith determination of the Administrative Agent, has taken any action
in furtherance of, or indicating its consent to, approval of or acquiescence in, any such proceeding or appointment.


 


“BBWC”
means Bath & Body Works (Canada) Corp., a Nova Scotia company.


 


“Beneficial
Ownership Regulation” means 31 C.F.R. § 1010.230.


 


“Benefit
Plan” means (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”.


 




     


    6 


    

“BHC
Act Affiliate” means, with respect to any Person, an “affiliate” (as such term is defined under, and interpreted
in accordance with, 12 U.S.C. § 1841(k)) of such Person.


 


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


 


“Borrowers”
means, with respect to the Commitments, Loans and Letters of Credit of any Class, (i) the Company and (ii) the Borrowing Subsidiaries
in respect of such Class.


 


“Borrowing”
means (a) Loans of the same Class, Type and currency made, converted or continued on the same date and, in the case of Eurodollar
or CDOR Rate Loans, as to which a single Interest Period is in effect or (b) a Protective Advance.


 


“Borrowing
Base” means:


 


(a)  
at any time prior to the date of delivery of the first Borrowing Base Certificate pursuant to Section 5.01(a)(iii) that
reflects the results of an Acceptable Appraisal and Field Exam (such Borrowing Base, the “Deemed Borrowing Base”),
the sum of:


 


(i)  
75% of Eligible Credit Card Receivables at such time, plus


 


(ii)   
75% of the amount by which (1) Eligible Accounts at such time exceeds (2) the Reserves applicable to Eligible Accounts,
plus


 


(iii)  
75% of the amount by which (1) Eligible Inventory at such time, valued at the lower of cost and net realizable value, determined
on a weighted average cost basis, exceeds (2) the Reserves applicable to Eligible Inventory, minus


 


(iv)  
Reserves determined by the Collateral Agent in its Permitted Discretion (without duplication of the reserves set forth
in clauses (ii) and (iii) above); and


 


(b)  
at any time on or after the date of delivery of the first Borrowing Base Certificate pursuant to Section 5.01(a)(iii) that
reflects the results of an Acceptable Appraisal and Field Exam (the earliest Borrowing Base so calculated, the “Initial
Borrowing Base”; the delivery of the first Borrowing Base Certificate pursuant to Section 5.01(a)(iii) that reflects
the results of an Acceptable Appraisal and Field Exam is referred to herein as the “effectiveness” of the Initial
Borrowing Base), the sum of:


 


(i)  
95% of Eligible Credit Card Receivables at such time, plus


 


(ii)   
85% of Eligible Accounts at such time, plus


 


(iii)  
up to (x) 90% of the Net Orderly Liquidation Value of Eligible Inventory at such time and (y) 50% of the Net Orderly Liquidation
Value of Eligible Component Inventory at such time, plus


 




     


    7 


    

(iv)  
following receipt of the Required Real Property Documentation and prior to receipt of a Real Property Exclusion Notice,
50% of the fair market value (as identified in the most recent Real Property Appraisal) of Eligible Real Property at such time,
minus


 


(v)  
Reserves determined by the Collateral Agent in its Permitted Discretion; provided that any advance rate used to calculate
the Initial Borrowing Base may not exceed the corresponding rate used to calculate the Deemed Borrowing Base unless the Collateral
Agent determines in its Permitted Discretion that the use of such rate is supported by the results of the Acceptable Appraisal
and Field Exam;


 


provided
(A) notwithstanding anything contained herein to the contrary, as of any date of determination, the portion of the Borrowing
Base attributable to Eligible Real Property shall not exceed the lesser of (x) $150,000,000 and (y) 25% of the Borrowing Base
and (B) from and after receipt by the Collateral Agent of a Real Property Exclusion Notice, (I) the component set forth in clause
(b)(iv) shall be excluded from the calculation of the Borrowing Base for so long as such Permitted Non-ABL Indebtedness remains
outstanding and (II) the Collateral Agent shall adjust the Borrowing Base to reflect such exclusion effective from and after the
incurrence of such Permitted Non-ABL Indebtedness.


 


The Collateral
Agent may, in its Permitted Discretion, establish or adjust Reserves, with any such changes to be effective three Business Days
after delivery of written notice (which notice shall include a reasonably detailed description of such Reserve being established
or adjusted) thereof to the Company and the Lenders; provided that during such three Business Day period (i) the Collateral
Agent shall, if requested, discuss any such Reserve or adjustment with the Company and (ii) the Company may take such action
as may be required so that the event, condition or matter that is the basis for such Reserve no longer exists or exists in a manner
that would result in the establishment of a lower Reserve, in each case in a manner and to the extent satisfactory to the Collateral
Agent in its Permitted Discretion; provided, further, that no such prior notice shall be required for (a) changes
to any Reserves resulting solely by virtue of mathematical calculations of the amount of the Reserves in accordance with the methodology
of calculation previously utilized, or (b) changes to Reserves or the establishment of additional Reserves if a Material Adverse
Effect has occurred or it would be reasonably likely that a Material Adverse Effect would occur were such Reserves not changed
or established prior to the expiration of such three day period. Subject to the immediately preceding sentence and the other provisions
hereof expressly permitting the Collateral Agent to adjust the Borrowing Base or any component thereof, the Borrowing Base at
any time shall be determined by reference to the most recent Borrowing Base Certificate delivered to the Administrative Agent
pursuant to Section 5.01(a)(iii).


 


The parties
hereto understand that eligibility criteria and any Reserves that may be imposed as provided herein, any deductions or other adjustments
to determine the face amount of Eligible Accounts and factors considered in the calculation of Net Orderly


 




     


    8 


    

Liquidation
Value of Eligible Inventory have the effect of reducing the Borrowing Base, and, accordingly, whether or not any provisions hereof
so state, all the foregoing shall be determined without duplication so as not to result in multiple reductions in the Borrowing
Base for the same facts or circumstances.


 


At the time
of any disposition of a Loan Party, or any disposition outside the ordinary course of business of, or any casualty or condemnation
event affecting, assets reflected in the then-current Borrowing Base having a fair market value of $5,000,000 or more, the Company
shall give the Collateral Agent written notice of such disposition, casualty or condemnation event, together with such information
as shall be required for the Collateral Agent to adjust the Borrowing Base to reflect such disposition.


 


“Borrowing
Base Certificate” means a Borrowing Base Certificate, substantially in the form of Exhibit C (with such changes thereto
as may be reasonably required by the Collateral Agent from time to time to reflect (a) the results of the Acceptable Appraisal
and Field Exam and (b) the components of, or Reserves against, the Borrowing Base as provided for hereunder), together with all
attachments and supporting documentation contemplated thereby, signed and certified as accurate and complete by a Financial Officer
of the Company.


 


“Borrowing
Request” means a request by a Borrower for a Borrowing in accordance with Section 2.03.


 


“Borrowing
Subsidiary” means, as applicable, (a) BBWC and (b) any Additional Borrowers.


 


“Borrowing
Subsidiary Termination” has the meaning set forth in Section 2.20.


 


“Business
Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized
or required by law to remain closed; provided that, (a) when used in connection with a Eurodollar Loan, the term “Business
Day” shall also exclude any day on which banks are not open for dealings in US Dollar deposits in the London interbank market
and (b) when used in connection with a CDOR Rate Loan or a Canadian Prime Rate Loan, the term “Business Day” shall
also exclude any day on which banks are not open for business in Toronto.


 


“CAD
Sublimit” means the portion of the Revolving Commitments in an aggregate amount equal to the US Dollar Equivalent in
Canadian Dollars of $100,000,000 that is being made available hereunder to Canadian Borrowing Subsidiaries for borrowings in Canadian
Dollars; provided that the CAD Sublimit shall be automatically reduced by an amount equal to $20,000,000 upon consummation
of the VS Transaction.


 


“Canadian
Borrower” means each of BBWC and any Additional Borrower that is a Canadian Subsidiary.


 


“Canadian
Borrowing Subsidiaries” means any Borrowing Subsidiaries organized under the laws of Canada or any province or territory
thereof.


 




     


    9 


    

“Canadian
Defined Benefit Pension Plan” means any Canadian Pension Plan which contains a “defined benefit provision”,
as defined in subsection 147.1(1) of the ITA.


 


“Canadian
Dollars” or “CAD” means the lawful money of Canada.


 


“Canadian
Economic Sanctions and Export Control Laws” means any Canadian laws, regulations or orders governing transactions in
controlled goods or technologies or dealings with countries, entities, organizations, or individuals subject to economic sanctions
and similar measures.


 


“Canadian
Loan Party” means any Loan Party organized under the laws of Canada or any province or territory thereof.


 


“Canadian
Pension Benefits Legislation” shall mean any Canadian federal or provincial pension standards legislation, including,
without limitation, the Supplemental Pension Plans Act (Quebec) and the Pension Benefits Act (Ontario), that applies in respect
of a Canadian Pension Plan.


 


“Canadian
Pension Event” means (a) any Loan Party shall, directly or indirectly, terminate or cause to terminate, in whole or
in part, or initiate the termination of, in whole or in part, any Canadian Defined Benefit Pension Plan where doing so results
in any wind-up deficit that is required to be funded under Canadian Pension Benefits Legislation; (b) any Loan Party shall fail
to make minimum required contributions to amortize any funding deficiencies under a Canadian Defined Benefit Pension Plan within
the time period set out in Canadian Pension Benefits Legislation or fails to make a required contribution under any Canadian Pension
Plan which results in the imposition of a Lien upon the assets of any Loan Party (other than inchoate Liens under Canadian Pension
Benefits Legislation for amounts required to be remitted but not yet due); or (c) any Loan Party makes any improper withdrawals
or applications of assets of a Canadian Pension Plan.


 


“Canadian
Pension Plans” means each pension plan required to be registered under Canadian federal or provincial pension standards
legislation that is administered or contributed to by a Loan Party or any subsidiary of any Loan Party for its employees or former
employees, but does not include the Canada Pension Plan or the Quebec Pension Plan as maintained by the Government of Canada or
the Province of Quebec, respectively, or any comparable pension plan maintained by a Governmental Authority in any other Canadian
jurisdiction.


 


“Canadian
Prime Rate” means, for the relevant interest period, the rate of interest per annum (rounded upwards, if necessary,
to the next 1/100 of 1% (with 0.005% being rounded up)) determined by the Administrative Agent to be the greater of (a) the rate
equal to the PRIMCAN Index rate that appears on the Bloomberg screen at 10:15 a.m., Toronto time, on such day (or, in the event
that the PRIMCAN Index is not published by Bloomberg, any other information service that publishes such index from time to time,
as selected by the Administrative Agent in its reasonable discretion) and (b) the sum of (i) the CDOR Rate applicable for an Interest
Period of one month plus (ii) one percent (1.0%). Notwithstanding the foregoing, the Canadian Prime Rate shall at no time
be less than 1.75% per annum.


 




     


    10 


    

“Canadian
Subsidiary” means any Subsidiary that is organized under the laws of Canada or any province or territory thereof.


 


“Capital
Lease Obligations” of any Person means the obligations of such Person to pay rent or other amounts under any lease of
(or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required
to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP (subject to the proviso in Section
1.04), and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP (subject
to the proviso in Section 1.04).


 


“Cash
Dominion Period” means (a) each period during which a Specified Event of Default has occurred and is continuing or (b)
each period (i) commencing on any day when Specified Excess Availability has for three consecutive Business Days been less than
the greater of (x)(1) prior to the consummation of the VS Transaction, $100,000,000 or (2) following the consummation of the VS
Transaction, $80,000,000 and (y) 17.5% of the Maximum Borrowing Amount and (ii) ending on the date that Specified Excess Availability
has been greater than the amount set forth in clause (i) above for 20 consecutive calendar days during which period no Specified
Event of Default shall have occurred and be continuing.


 


“CCQ”
has the meaning set forth in Section 7.01.


 


“CDOR
Rate” means, for the relevant Interest Period, on the first day of such Interest Period, the annual rate of interest
determined with reference to the arithmetic average of the discount rate quotations of all institutions listed in respect of the
relevant Interest Period for Canadian Dollar-denominated bankers’ acceptances displayed and identified as such on the CDOR
Rate page of the Reuters screen (or on any successor or substitute page on such screen or service that displays such rate, or
on the appropriate page of such other information service that publishes such rate as shall be selected by the Administrative
Agent from time to time in its reasonable discretion; in each case, the “CDO Screen Rate”), at or about approximately
10:15 a.m., Toronto time, on such day and, if such day is not a Business Day, then on the immediately preceding Business Day (as
adjusted by the Administrative Agent after 10:15 a.m. Toronto time to reflect any error in the posted rate of interest or in the
posted average annual rate of interest); provided that if such rates are not available for such Interest Period, the applicable
Interpolated Rate as of such time on such day; or if such day is not a Business Day, then as so determined on the immediately
preceding Business Day. Notwithstanding the foregoing, the CDOR Rate shall at no time be less than 0.75% per annum.


 


“Change
in Control” means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person
or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the Securities and Exchange Commission thereunder
as in effect on the date hereof) other than the Permitted Holders of shares representing more than 30% of the aggregate ordinary
voting power represented by the issued and outstanding capital stock of the Company or (b) occupation of a majority of the seats
(other than vacant seats) on the board of directors of the Company by Persons who were neither (i) nominated by the board of directors
of the Company nor (ii) appointed by directors so nominated.


 




     


    11 


    

“Change
in Law” means (a) the adoption of any law, rule or regulation after the date of this Agreement, (b) any change in any
law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement,
or (c) compliance by any Lender or any Issuing Bank (or, for purposes of Section 2.14(b), by any lending office of such
Lender or by such Lender’s or such Issuing Bank’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 date of this Agreement; provided
that, notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and
all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines
or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor
or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed
to be a “Change in Law”, regardless of the date enacted, adopted, promulgated or issued.


 


“China
Facility Agreement” has the meaning assigned to such term in the definition of “China Facility Obligations”.


 


“China
Facility Obligations” means the obligations arising under that certain Facility Agreement, dated as of September 11,
2019 (as amended, supplemented or otherwise modified from time to time, the “China Facility Agreement”) among
L Brands Trading (Shanghai) Company Limited, L Brands Management (Shanghai) Company Limited, Mast Commercial Trading (Shenzhen)
Company Limited and Mast Commercial Trading (Shanghai) Company Limited, as borrowers, the financial institutions party thereto,
as finance parties, and HSBC Bank (China) Company Limited, as facility agent, and the Guarantee and Collateral Agreement of even
date therewith, among the Company, the other loan parties party thereto and HSBC Bank (China) Company Limited, Shanghai Branch,
as security agent, together with any Acceptable Replacement Facility (as defined in the VS Transaction Agreement) established
in respect thereof in connection with the VS Transaction. The total committed amount of the China Facility Obligations, at any
time, shall mean, as applicable, (a) the Total Commitments (as defined in the China Facility Agreement) at such time minus the
total principal amount under the Facility B (as defined in the China Facility Agreement) which has been repaid or prepaid thereunder
by that time or (b) the aggregate committed amount under any Acceptable Replacement Facilities then in effect.


 


“Class”,
when used in reference to (a) any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are
Revolving Loans, Incremental Revolving Loans of any tranche or Protective Advances, (b) any Commitment, refers to whether such
Commitment is a Revolving Commitment or an Incremental Revolving Commitment of any tranche, (c) any Lender, refers to whether
such Lender has a Loan or Commitment of a particular Class and (d) any Letter of Credit, refers to whether such Letter of Credit
is issued pursuant to a Revolving Commitment or an Incremental Revolving Commitment of any tranche.


 


“Code”
means the Internal Revenue Code of 1986, as amended from time to time.


 




     


    12 


    

“Collateral”
means any and all assets, tangible or intangible, on which Liens are purported to be granted pursuant to the Collateral Documents
as security for the Obligations.


 


“Collateral
Access Agreement” means any landlord waiver or other agreement, in form and substance reasonably satisfactory to the
Collateral Agent, between the Collateral Agent and any warehouseman, bailee or other similar Person in possession of any Collateral,
any landlord of any real property where any Collateral is located or any administrative agent, collateral agent and/or similar
representative acting on behalf of the holders of any Permitted Non-ABL Indebtedness secured by a Lien on any real property where
any Inventory is located.


 


“Collateral
Agent” means JPMorgan Chase Bank, N.A., in its capacity as collateral agent under the Collateral Documents.


 


“Collateral
Agreements” means, individually and collectively as the context may require, (a) the Amended and Restated Guarantee
and Collateral Agreement dated as of April 30, 2020, among the Company, the Subsidiary Loan Parties party thereto and the Collateral
Agent and (b) the Guarantee and Collateral Agreement to be entered into among the Canadian Loan Parties and the Collateral Agent
after the Restatement Effective Date and prior to the inclusion of any assets of any Canadian Material Subsidiary in the Borrowing
Base (including, for the avoidance of doubt, the Deemed Borrowing Base and the Initial Borrowing Base).


 


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


 


(a)
the Collateral Agent shall have received from the Company and each Material Subsidiary either (i) a counterpart of the applicable
Collateral Agreement duly executed and delivered on behalf of the Company or such Material Subsidiary, as applicable, or (ii) in
the case of any Person that becomes a Material Subsidiary after the Restatement Effective Date, a supplement to the applicable
Collateral Agreement, in the form specified therein, duly executed and delivered on behalf of such Material Subsidiary;


 


(b)
all UCC financing statements, and all similar filings and registrations in each applicable jurisdictions, required by law or reasonably
requested by the Collateral Agent to be filed, registered or recorded to perfect the Liens intended to be created by each Collateral
Agreement to the extent required by, and with the priority required by, such Collateral Agreement, shall have been filed, registered
or recorded or delivered to the Collateral Agent for filing, registration or recording;


 


(c)
no later than 90 days after the Restatement Effective Date (as such deadline may be extended by the Collateral Agent in its sole
discretion), the Collateral Agent shall have received a counterpart, duly executed and delivered by the applicable Loan Party
and the applicable depositary bank or securities intermediary, as the case may be, of a Control Agreement with respect to (i)
each deposit account maintained by any Loan Party with any depositary bank (other than any Excluded Deposit Account) and (ii)
each securities account maintained


 




     


    13 


    

by
any Loan Party with any securities intermediary (other than any Excluded Securities Account), and the requirements of a Collateral
Agreement relating to the concentration and application of collections on accounts shall have been satisfied;


 


(d)
no later than 90 days after the Restatement Effective Date (as such deadline may be extended by the Collateral Agent in its sole
discretion), the Collateral Agent shall have received evidence that all Credit Card Notifications required to be provided pursuant
to Section 5.24 have been provided;


 


(e)
no later than 30 days after the Restatement Effective Date (as such deadline may be extended by the Collateral Agent in its sole
discretion), each Loan Party shall have delivered to the Collateral Agent all Collateral Access Agreements requested by the Collateral
Agent exercising its Permitted Discretion pursuant to this Agreement or a Collateral Agreement;


 


(f)
prior to its inclusion in the Borrowing Base, the Collateral Agent shall have received (i) counterparts of a Mortgage with respect
to each Mortgaged Property duly executed and delivered by the record owner of such Mortgaged Property and (ii) all Required Real
Property Documentation;


 


(g)
no later than 90 days after the Restatement Effective Date (as such deadline may be extended
by the Collateral Agent in its sole discretion), the Collateral Agent shall have received evidence of the insurance required to
be maintained pursuant to Section 5.03; and


 


(h)
the Company and each Material Subsidiary shall have obtained all consents and approvals required to be obtained by it in connection
with the execution and delivery of all Collateral Documents to which it is a party, the performance of its obligations thereunder
and the granting by it of the Liens thereunder.


 


With respect
to any Mortgaged Property as to which a Mortgage is required to be executed and delivered, notwithstanding anything to the contrary
set forth in this definition or elsewhere in this Agreement, no such Mortgage shall be required to be executed and delivered until
and unless (a) the Collateral Agent shall have received the items referred to in clause (f)(ii) above (it being understood that
the Loan Parties shall be required to deliver such items otherwise in accordance with the terms of the Loan Documents), and shall
have provided copies thereof to the Lenders, (b) the Collateral Agent shall have provided copies of all documents referred to
in clause (a) of this paragraph received by it to the Lenders and (c) prior to the contemplated date of effectiveness of such
Mortgage (as notified by the Collateral Agent to the Lenders), the Collateral Agent shall have been advised in writing by each
Lender that such Lender has completed its flood insurance due diligence and flood insurance compliance with respect to such Mortgaged
Property (with each Lender agreeing to complete such due diligence and compliance as promptly as practicable following receipt
of the documents as referred to in clause (b) of this paragraph).


 




     


    14 


    

It is understood
and agreed that notwithstanding anything herein to the contrary, the Company shall not be obligated to satisfy the Collateral
and Guarantee Requirement with respect to any Canadian Material Subsidiary on the Restatement Effective Date; provided
that no assets of any Canadian Material Subsidiary shall be eligible for calculation in the Borrowing Base (including, for the
avoidance of doubt, the Deemed Borrowing Base and the Initial Borrowing Base) until the Collateral and Guarantee Requirement with
respect to such Canadian Material Subsidiary shall have been satisfied.


 


“Collateral
Documents” means, collectively, the Collateral Agreements, the Control Agreements, the Credit Card Notifications, the
Mortgages and each other pledge, deed of hypothec, security agreement or other instrument or document granting a Lien upon the
Collateral as security for the Obligations (as required by this Agreement or any other Loan Document).


 


“Commitment”
means a Revolving Commitment, an Incremental Revolving Commitment of any tranche or any combination thereof, as the context requires.


 


“Company”
means L Brands, Inc., a Delaware corporation.


 


“Concentration
Account” has the meaning assigned to such term in the Collateral Agreements.


 


“Consolidated
Cash Balance” means, at any time, an amount equal to (a) the aggregate amount of cash and cash equivalents, marketable
securities, treasury bonds and bills, certificates of deposit, investments in money market funds and commercial paper, in each
case, held or owned by (whether directly or indirectly), credited to the account of, or otherwise reflected as an asset on the
balance sheet of, the Company and the Consolidated Subsidiaries, minus (b) checks issued, wires initiated or ACH transfers
initiated by the Company and the Consolidated Subsidiaries, in any case, to non-affiliate third parties or to Affiliates on account
of transactions not prohibited under this Agreement, minus (c) cash reserves established by the Company and the Consolidated
Subsidiaries to finance the repayment, prepayment or defeasance of any series of Senior Notes (so long as such cash reserves are
used to repay such Senior Notes within two (2) Business Days of the establishment of such reserves), minus (d) cash collateral
provided by the Company and the Consolidated Subsidiaries in respect of the China Facility Obligations, not to exceed 100% thereof,
minus (e) lease deposits and other deposits made by the Company and the Consolidated Subsidiaries in favor of third parties
pursuant to arms-length contractual arrangements in the ordinary course of business.


 


“Consolidated
Debt” means, at any date of determination, the total Indebtedness of the Company and the Consolidated Subsidiaries at
such date determined on a consolidated basis in accordance with GAAP.


 


“Consolidated
EBITDA” means, for any period, Consolidated Net Income for such period (adjusted (i) to exclude any non-cash items deducted
or included in determining Consolidated Net Income for such period attributable to Accounting Standards Codification Topic 815,
Derivatives and Hedging, Accounting Standards Codification Topic 350, Intangibles–Goodwill and Other, or stock options and
other


 




     


    15 


    

equity-linked
compensation to officers, directors and employees, and (ii) to deduct cash payments made during such period in respect of Hedging
Agreements (or other items subject to FAS 133 – Accounting for Derivative Instruments and Hedging Activities) to the extent
not otherwise deducted in determining Consolidated Net Income for such period) plus (a) without duplication and to the extent
deducted in determining such Consolidated Net Income, the sum of (i) consolidated interest expense for such period, (ii) consolidated
income tax expense for such period, (iii) all amounts attributable to depreciation and amortization for such period and (iv) any
extraordinary or nonrecurring charges for such period, and minus (b) without duplication and to the extent included in determining
such Consolidated Net Income, any extraordinary or nonrecurring gains for such period, all determined on a consolidated basis
in accordance with GAAP; provided that the results of any ETC Entity shall be included in Consolidated EBITDA to the extent
(and only to the extent) actually distributed (directly or indirectly) by such ETC Entity to the Company or another Consolidated
Subsidiary; provided further, that if on or prior to the applicable date of determination of Consolidated EBITDA, an acquisition
or disposition outside of the ordinary course of business has occurred that has the effect of increasing or decreasing Consolidated
EBITDA then (without duplication of any other adjustment made in determining Consolidated EBITDA for such period) Consolidated
EBITDA shall be determined on a pro forma basis to give effect to such acquisition or disposition as if such acquisition or disposition
had occurred immediately prior to the commencement of the period for which Consolidated EBITDA is to be determined.


 


“Consolidated
EBITDAR” means, for any period, Consolidated EBITDA for such period plus, without duplication and to the extent deducted
in the determination of such Consolidated EBITDA, consolidated fixed minimum store rental expense for such period, all determined
on a consolidated basis in accordance with GAAP; provided that, if on or prior to the applicable date of determination
of Consolidated EBITDAR, an acquisition or disposition outside of the ordinary course of business has occurred that has the effect
of increasing or decreasing Consolidated EBITDAR, then (without duplication of adjustments made in determining Consolidated EBITDA
for such period) Consolidated EBITDAR shall be determined on a pro forma basis to give effect to such acquisition or disposition
as if such acquisition or disposition had occurred immediately prior to the commencement of the period for which Consolidated
EBITDAR is to be determined.


 


“Consolidated
Fixed Charges” means, for any period, the sum of (a) consolidated interest expense, both expensed and capitalized
(including the interest component in respect of Capital Lease Obligations but excluding any interest expense in respect of Indebtedness
of any ETC Entity, except to the extent actually paid by the Company or a Consolidated Subsidiary other than, if it is a Consolidated
Subsidiary, any ETC Entity), of the Company and the Consolidated Subsidiaries for such period, plus (b) consolidated fixed
minimum store rental expense of the Company and the Consolidated Subsidiaries for such period, all determined on a consolidated
basis in accordance with GAAP; provided that, if on or prior to the applicable date of determination of Consolidated Fixed
Charges, an acquisition or disposition outside of the ordinary course of business has occurred that has the effect of increasing
or decreasing Consolidated Fixed Charges, then Consolidated Fixed Charges shall be determined on a pro forma basis to give effect
to such acquisition or disposition as if such acquisition or


 




     


    16 


    

disposition
had occurred immediately prior to the commencement of the period for which Consolidated Fixed Charges is to be determined.


 


“Consolidated
Net Income” means, for any period, the net income or loss of the Company and the Consolidated Subsidiaries for such
period determined on a consolidated basis in accordance with GAAP.


 


“Consolidated
Subsidiary” means any Subsidiary (other than an Unrestricted Subsidiary), the accounts of which are, or are required
to be, consolidated with those of the Company in the Company’s periodic reports filed under the Securities Exchange Act
of 1934. For the avoidance of doubt, the ETC Entities shall not constitute Consolidated Subsidiaries.


 


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


 


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


 


“Covenant
Period” has the meaning set forth in Section 5.06.


 


“Covered
Entity” means (a) a “covered entity” as that term is defined in, and interpreted in accordance with, 12
C.F.R. § 252.82(b); (b) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R.
§ 47.3(b); or (c) 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 set forth in Section 8.21.


 


“Credit
Card Agreement” means any agreement between a Loan Party, on the one hand, and a credit card issuer or a credit card
processor (including any credit card processor that processes purchases of Inventory from a Loan Party through debit cards or
mall cards), on the other hand.


 


“Credit
Card Notifications” means each Credit Card Notification, in form and substance reasonably satisfactory to the Collateral
Agent, executed by one or more Loan Parties and delivered by such Loan Parties to credit card issuers or credit card processors
that are party to any Credit Card Agreement.


 


“Credit
Card Receivables” means any Account or Payment Intangible due to any Loan Party in connection with purchases from and
other goods and services provided by such Loan Party on (a) Visa, MasterCard, American Express, Discover and any other credit
card issuers that are reasonably acceptable to the Collateral Agent and PayPal and (b) such other credit cards (it being understood
that such term, for purposes hereof, includes debit cards) as the Collateral Agent shall approve from time to time in its Permitted
Discretion, in each case which have been originated in the ordinary course of business by such Loan Party and earned by performance
by such Loan Party but not yet


 




     


    17 


    

paid to such Loan Party by the
credit card issuer or the credit card processor, as applicable, and which represents the bona fide amount due to a Loan Party
from such credit card processor or credit card issuer; provided that, in any event, “Credit Card Receivables”
shall exclude Accounts and Payment Intangibles due in connection with credit cards issued by Affiliates.


 


“Credit
Exposure” means a Revolving Exposure, an exposure of any other Class or any combination thereof, as the context requires.


 


“Credit
Party” means the Agents, each Issuing Bank or any other Lender.


 


“Credit
Rating” means, in the case of S&P, the “Issuer Credit Rating” assigned by S&P to the Company and,
in the case of Moody’s, the “Corporate Family Rating” assigned by Moody’s to the Company.


 


“Deemed
Borrowing Base” has the meaning set forth in the definition of “Borrowing Base”.


 


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


 


“Default
Right” has the meaning assigned to such term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81,
47.2 or 382.1, as applicable.


 


“Defaulting
Lender” means any Lender, as reasonably determined by the Administrative Agent, that has (a) failed to fund any portion
of its Loans, participations in Letters of Credit or Protective Advances within three Business Days of the date required to be
funded by it hereunder unless such Lender notifies the Administrative Agent and the Company in writing that such failure is the
result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent,
together with any applicable Default, shall be specifically identified in such writing) has not been satisfied, (b) notified the
Company, the Administrative Agent, any Issuing Bank or any Lender in writing that it does not intend to comply with any of its
funding obligations under this Agreement or has made a public statement to the effect that it does not intend to comply with its
funding obligations under this Agreement or generally under other agreements in which it commits to extend credit (unless such
writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is
based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any
applicable Default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) failed, within
five Business Days after written request by the Administrative Agent, to confirm that it will comply with the terms of this Agreement
relating to its obligations to fund prospective Loans and participations in then outstanding Letters of Credit and Protective
Advances (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt by the Administrative
Agent of such confirmation), (d) otherwise failed to pay over to the Administrative Agent, any Issuing Bank or any other Lender
any other amount required to be paid by it hereunder within three Business Days of the date when due, unless the subject of a
good-faith dispute, (e) become the subject of a bankruptcy or insolvency proceeding, or has had a receiver,


 




     


    18 


    

conservator,
trustee or custodian appointed for it, or has consented to, approved of or acquiesced in any such proceeding or appointment or
has a parent company that has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator,
trustee or custodian appointed for it, or has consented to, approved of or acquiesced in any such proceeding or appointment or
(f) has, or has a direct or indirect parent company that has, become the subject of a Bail-In Action; provided that (i) if
a Lender would be a “Defaulting Lender” solely by reason of events relating to a parent company of such Lender or
solely because a Governmental Authority has been appointed as receiver, conservator, trustee or custodian for such Lender, in
each case as described in clause (e) above, the Administrative Agent may, in its discretion, determine that such Lender is
not a “Defaulting Lender” if and for so long as the Administrative Agent is satisfied that such Lender will continue
to perform its funding obligations hereunder, (ii) the Administrative Agent may, by notice to the Company and the Lenders, declare
that a Defaulting Lender is no longer a “Defaulting Lender” if the Administrative Agent determines, in its discretion,
that the circumstances that resulted in such Lender becoming a “Defaulting Lender” no longer apply and (iii) a Lender
shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any
direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or
provide such Lender with immunity from the jurisdiction of courts within the United States or Canada or any state, province or
territory of the foregoing or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or
such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender.


 


“Designated
Real Estate Subsidiary” means each Domestic Subsidiary designated by the Company to the Administrative Agent in writing
at any time following the Restatement Effective Date for the purpose of including the Eligible Real Property of such Subsidiary
in the Borrowing Base subject to the terms and conditions hereof.


 


“Disclosed
Matters” means the actions, suits and proceedings and the environmental matters disclosed in Schedule 3.05.


 


“Disqualified
Equity Interest” means, any Equity Interest in the Company that by its terms (or by the terms of any security into which
it is convertible or for which it is exchangeable, either mandatorily or at the option of the holder thereof), or upon the happening
of any event or condition:


 


(a)
matures or is mandatorily redeemable (other than solely for Equity Interests in the Company that do not constitute Disqualified
Equity Interests and cash in lieu of fractional shares of such Equity Interests), whether pursuant to a sinking fund obligation
or otherwise, prior to the Specified Date;


 


(b)
is convertible or exchangeable at the option of the holder thereof for Indebtedness or Equity Interests (other than solely for
Equity Interests in the Company that do not constitute Disqualified Equity Interests and cash in lieu of fractional shares of
such Equity Interests), prior to the Specified Date; or


 


(c)
is redeemable (other than solely for Equity Interests in the Company that do not constitute Disqualified Equity Interests and
cash in lieu of fractional


 




     


    19 


    

shares
of such Equity Interests) or is required to be repurchased by the Company or any of its Affiliates, in whole or in part, at the
option of the holder thereof, prior to the Specified Date; provided that this clause (c) shall not apply to any requirement
of mandatory redemption or repurchase that is contingent upon an asset disposition or the incurrence of Indebtedness if such mandatory
redemption or repurchase can be avoided through repayment or prepayment of Loans or through investments by the Company or the
Consolidated Subsidiaries in assets to be used in their businesses.


 


“Domestic
Subsidiary” means any Subsidiary that is organized under the laws of the United States of America, any State thereof
or the District of Columbia.


 


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


 


“EEA
Member Country” means any 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.


 


“Eligible
Accounts” means, at any time, the Accounts owned by any Loan Party and in which such Loan Party has good and marketable
title, but excluding Credit Card Receivables and any other Account:


 


(a)  which
is not subject to a first priority (subject to a Lien described in clause (a) or (b) in the definition of “Permitted Encumbrances”)
perfected Lien in favor of the Collateral Agent pursuant to the Collateral Agreements securing the Obligations;


 


(b)  which
is subject to any Lien whatsoever, other than (i) a Lien in favor of the Collateral Agent, (ii) Permitted Encumbrances (other
than those described in clauses (a) and (b) in the definition of “Permitted Encumbrances”) that do not have priority
over the Liens securing the Obligations created by the Collateral Agreements and (iii) Liens permitted under Section 5.08(a)(ix),
(a)(x), (b)(x) or (b)(xi);


 


(c)  (i)
with respect to which the scheduled due date is more than 90 days after the date of the original invoice therefor, (ii) which
is unpaid more than


 




     


    20 


    

90
days after the date of the original invoice therefor or more than 60 days after the original due date therefor or (iii) which
has been written off the books of the applicable Loan Party or otherwise designated as uncollectible;


 


(d)  which
is owing by an Account Debtor for which more than 50% of the Accounts owing by such Account Debtor and its Affiliates are ineligible
pursuant to clause (c) above;


 


(e)  which
is owing by an Account Debtor to the extent the aggregate amount of Accounts owing by such Account Debtor and its Affiliates to
the Loan Parties exceeds 25% of the aggregate Eligible Accounts (or, in the case of M.H. Alshaya Co. and its Affiliates,
exceeds $50,000,000); provided that the amount of Eligible Accounts that are excluded because they exceed the percentage
set forth in this clause (e) shall be determined based on all of the otherwise Eligible Accounts prior to giving effect to any
eliminations based on the foregoing concentration limit;


 


(f)
with respect to which any covenant, representation or warranty contained in this Agreement or in the other Loan Documents has
been breached or is not true;


 


(g)  which
(i) does not arise from the sale of goods or performance of services in the ordinary course of business, (ii) is not evidenced
by an invoice or other documentation reasonably satisfactory to the Collateral Agent which has been sent to the applicable Account
Debtor, (iii) represents a sale on a bill-and-hold, guaranteed sale, sale-and-return, sale on approval, consignment, cash-on-delivery
or any other repurchase or return basis or (iv) relates to payments of interest;


 


(h)  for
which the goods giving rise to such Account have not been shipped to the Account Debtor or for which the services giving rise
to such Account have not been performed by the applicable Loan Party or if such Account is in respect of an invoice that is duplicative
of a previously invoiced Account;


 


(i)  with
respect to which any check or other instrument of payment has been returned uncollected for any reason;


 


(j)  which
is owed by an Account Debtor which (i) is the subject of any Bankruptcy Event, (ii) is liquidating, dissolving or winding up its
affairs, (iii) is otherwise deemed not creditworthy by the Collateral Agent in its Permitted Discretion, (iv) has admitted
in writing its inability, or is generally unable, to pay its debts as they become due, (v) has become insolvent or (vi) has ceased
operation of its business;


 


(k)  which
is owed by an Account Debtor which has sold all or substantially all its assets;


 


(l)  which
is owed by an Account Debtor that (i) does not have its head office, registered office, principal place of business or chief executive
office in the United States or Canada or (ii) is not organized under applicable law of (A) the United States or any state of the
United States or (B) Canada or any province or


 




     


    21 


    

territory
of Canada unless, in any such case, such Account is backed by a letter of credit or trade insurance (in the case of Accounts backed
by trade insurance, not to exceed $50,000,000), in each case acceptable to the Collateral Agent which, in each case, is in the
possession of, and is directly drawable by, the Collateral Agent or otherwise subject to a pledge in favor of the Collateral Agent
in form and substance reasonably satisfactory to the Collateral Agent;


 


(m)  which
is owed in any currency other than US Dollars or Canadian Dollars;


 


(n)  which
is owed by (i) any Governmental Authority of any country other than the United States or Canada unless such Account is backed
by a letter of credit acceptable to the Collateral Agent which is in the possession of, and is directly drawable by, the Collateral
Agent, (ii) any Governmental Authority of the United States or Canada, or any department, agency, public corporation, or instrumentality
thereof, unless any steps necessary to perfect the Lien of the Collateral Agent in such Account have been complied with to the
Collateral Agent’s satisfaction, including in respect of the Federal Assignment of Claims Act of 1940, as amended (31 U.S.C.
§ 3727 et seq. and 41 U.S.C. § 15 et seq.), or (iii) any Governmental Authority of any State of the United States, any
province or territory of Canada or any other Governmental Authority not referred to in clause (i) or (ii) above;


 


(o)  which
is owed by any Affiliate of any Loan Party or any employee, officer, director, agent or equityholder of any Loan Party or any
of its Affiliates;


 


(p)  which
is owed by an Account Debtor or any Affiliate of such Account Debtor to which any Loan Party is indebted or which is subject to
any security, deposit, progress payment, retainage or other similar advance made by or for the benefit of an Account Debtor; provided
that the excess of the Accounts of such Account Debtor over the aggregate amount of such indebtedness, security, deposits,
progress payments, retainage and other similar advances, shall not be excluded pursuant to this clause (p);


 


(q)  which
is subject to any counterclaim, deduction, defense, setoff or dispute; provided that the excess of such Accounts over
such counterclaims, deductions, defenses, setoffs or disputes shall not be excluded pursuant to this clause (q);


 


(r)  which
is evidenced by any promissory note, judgment, chattel paper or instrument;


 


(s)  which
is owed by an Account Debtor located in any jurisdiction which requires filing of a “Notice of Business Activities Report”
or other similar report in order to permit the applicable Loan Party to seek judicial enforcement in such jurisdiction of payment
of such Account, unless such Loan Party has filed such report or is qualified to do business in such jurisdiction;


 


(t)  with
respect to which the applicable Loan Party has made any agreement with the Account Debtor for any reduction thereof, other than
discounts and adjustments given in the ordinary course of business (but only to


 




     


    22 


    

the
extent of any such reduction), or any Account which was partially paid and the applicable Loan Party created a new receivable
for the unpaid portion of such Account;


 


(u)  which
does not comply in all material respects with the requirements of all applicable laws and regulations, whether Federal, state
or local, including the Federal Consumer Credit Protection Act, the Federal Truth in Lending Act and Regulation Z of the Board;


 


(v)  which
is for goods that have been sold under a purchase order or pursuant to the terms of a contract or other agreement or understanding
(written or oral) that indicates or purports that any Person other than the applicable Loan Party has or has had an ownership
interest in such goods, or which indicates any party other than the applicable Loan Party as payee or remittance party;


 


(w)  which
is owed by an Account Debtor that is a Sanctioned Person; or


 


(x)  which
is not a true and correct statement of a bona fide obligation incurred in the amount of the Account for merchandise sold to or
services rendered and accepted by the applicable Account Debtor;


 


provided,
however, that the Collateral Agent may, in its Permitted Discretion and upon prior written notice to the Company, deem
any Account ineligible, or impose additional eligibility criteria, based on the results of the Acceptable Appraisal and Field
Exam.


 


In determining
the amount of an Eligible Account, the face amount of an Account may, in the Collateral Agent’s Permitted Discretion and
upon prior written notice to the Company, be reduced by, without duplication, to the extent not reflected in such face amount,
(i) to the extent not otherwise reflected in the eligibility criteria, the amount of all accrued and actual discounts, claims,
credits or credits pending, promotional program allowances, price adjustments, finance charges or other allowances (including
any amount that the applicable Loan Party may be obligated to rebate to an Account Debtor pursuant to the terms of any agreement
or understanding (written or oral)) and (ii) the aggregate amount of all cash received in respect of such Account but not yet
applied by the applicable Loan Party to reduce the amount of such Account.


 


Notwithstanding
anything to the contrary contained herein, no Account acquired by any Loan Party after the Restatement Effective Date outside
the ordinary course of business, or acquired or originated by any Person that becomes a Loan Party after the Restatement Effective
Date, shall be included in determining Eligible Accounts until a field examination with respect thereto has been completed to
the satisfaction of the Collateral Agent in its Permitted Discretion (it being understood and agreed that additional field examinations
conducted at the Company’s election pursuant to this paragraph shall not count against the number of field examinations
permitted pursuant to Section 5.23).


 


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


 




     


    23 


    

the Company,
any Subsidiary or other Affiliate of the Company or its Subsidiaries; provided that an Eligible Assignee shall not include
a Defaulting Lender.


 


“Eligible
Component Inventory” means, at any time, any Inventory owned by any Loan Party (and in which such Loan Party has good
and marketable title) that is excluded from Eligible Inventory solely because such Inventory is not finished goods or constitutes
work-in-process or subassemblies.


 


“Eligible
Credit Card Receivables” means, as of any date of determination, each Credit Card Receivable that satisfies all the
requirements set forth below:


 


(a)  
such Credit Card Receivable is owned by a Loan Party and such Loan Party has good and marketable title to such Credit Card
Receivable;


 


(b)  
such Credit Card Receivable has not been outstanding for more than five Business Days;


 


(c)  
the credit card issuer or the credit card processor of the applicable credit card with respect to such Credit Card Receivable
(i) is not the subject of any Bankruptcy Event, (ii) is not liquidating, dissolving or winding up its affairs, (iii) is not otherwise
deemed not creditworthy by the Collateral Agent in its Permitted Discretion, (iv) has not admitted in writing its inability, or
is not generally unable to, pay its debts as they become due, (v) has not become insolvent and (vi) has not ceased operation of
its business;


 


(d)  
such Credit Card Receivable is a valid, legally enforceable obligation of the applicable credit card issuer or credit card
processor with respect thereto;


 


(e)  
such Credit Card Receivable is subject to a first priority (subject to a Lien described in clause (a) or (b) in the definition
of “Permitted Encumbrances”) perfected Lien in favor of the Collateral Agent pursuant to the Collateral Agreements;


 


(f)   
such Credit Card Receivable is not subject to any Lien whatsoever, other than (i) a Lien in favor of the Collateral Agent,
(ii) Permitted Encumbrances (other than those described in clauses (a) and (b) in the definition of “Permitted Encumbrances”)
that do not have priority over the Liens securing the Obligations created by the Collateral Agreements and (iii) Liens permitted
under Section 5.08(a)(ix), (a)(x), (b)(x) or (b)(xi);


 


(g)  
such Credit Card Receivable conforms in all material respects to all representations, warranties or other provisions in
the Loan Documents or in the credit card agreements relating to such Credit Card Receivable;


 


(h)  
if such Credit Card Receivable is subject to risk of set-off, non-collection or not being processed due to unpaid and/or
accrued credit card processor fee balances, or if a claim, counterclaim, offset or chargeback has been asserted by the


 




     


    24 


    

applicable
credit card issuer or credit card processor, the face amount thereof for purposes of determining the Borrowing Base has been reduced
by the amount of such unpaid and/or accrued credit card processor fees or such claim, counterclaim, offset or chargeback;


 


(i)  
such Credit Card Receivable is subject to a Credit Card Notification; and


 


(j)  
such Credit Card Receivable is not evidenced by chattel paper or an instrument of any kind unless such chattel paper or
instrument is in the possession of the Collateral Agent, and to the extent necessary or appropriate, endorsed to the Collateral
Agent;


 


provided,
however, the Collateral Agent may, in its Permitted Discretion and upon prior written notice to the Company, deem any Credit
Card Receivable ineligible, or impose additional eligibility criteria, based on the results of the Acceptable Appraisal and Field
Exam.


 


In
determining the amount of an Eligible Credit Card Receivable, the face amount thereof may, in the Collateral Agent’s Permitted
Discretion and upon prior written notice to the Company, be reduced by, without duplication, to the extent not reflected in such
face amount, (i) the amount of all customary fees and expenses in connection with the credit card arrangements applicable thereto
and (ii) the aggregate amount of all cash received in respect thereof but not yet applied by the applicable Loan Party to reduce
the amount of such Eligible Credit Card Receivable.


 


Notwithstanding
anything to the contrary contained herein, no Credit Card Receivable acquired by any Loan Party after the Restatement Effective
Date outside the ordinary course of business, or acquired or originated by any Person that becomes a Loan Party after the Restatement
Effective Date, shall be included in determining Eligible Credit Card Receivables until a field examination with respect thereto
has been completed to the satisfaction of the Collateral Agent in its Permitted Discretion (it being understood and agreed that
additional field examinations conducted at the Company’s election pursuant to this paragraph shall not count against the
number of field examinations permitted pursuant to Section 5.23).


 


“Eligible
Inventory” means, at any time, the Inventory owned by any Loan Party (and in which such Loan Party has good and marketable
title), but excluding any Inventory:


 


(a)  
which is not subject to a first priority perfected (subject to a Lien described in clause (a) or (b) in the definition
of “Permitted Encumbrances”) Lien in favor of the Collateral Agent pursuant to the Collateral Agreements securing
the Obligations;


 


(b)  
which is subject to any Lien whatsoever, other than (i) a Lien in favor of the Collateral Agent, (ii) Permitted Encumbrances
(other than those described in clauses (a) and (b) in the definition of “Permitted Encumbrances”) that do not have


 




     


    25 


    

priority over
the Liens securing the Obligations pursuant to the terms of the Collateral Agreements, (iii) Liens permitted under Section 5.08(a)(ix),
(a)(x), (b)(x) or (b)(xi) and (iv) in the case of Inventory at a warehouse or other third party storage facility or in transit
with a common carrier or other third party carrier, any Lien in respect of which an appropriate Reserve shall have been established
by the Collateral Agent in its Permitted Discretion;


 


(c)  
which is slow moving, out of season, obsolete, unmerchantable, defective, used or unfit for sale; provided that,
following the effectiveness of the Initial Borrowing Base, this clause (c) shall not exclude (i) slow moving Inventory located
at a clearance center that has been appropriately priced consistent with the Company’s customary practices and (ii) Inventory
solely due to such Inventory consisting of out of season products or components thereof;


 


(d)  
with respect to which any covenant, representation or warranty contained in this Agreement or in the other Loan Documents
has been breached or is not true or which does not conform to all standards imposed by any Governmental Authority in the United
States or Canada;


 


(e)  
in which any Person other than a Loan Party shall (i) have any direct or indirect ownership, interest or title (including
the rights of a purchaser that has made progress payments and the rights of a surety that has issued a bond to assure a Loan Party’s
performance with respect to that Inventory) or (ii) be indicated on any purchase order or invoice with respect to such Inventory
as having or purporting to have an interest therein;


 


(f)   
which is not finished goods or which constitutes work-in-process, raw materials, spare or replacement parts, subassemblies,
packaging and shipping material, manufacturing supplies, samples, prototypes, displays or display items, bill-and-hold or ship-in-place
goods, goods that are returned or marked for return, repossessed goods, defective or damaged goods, goods held on consignment,
or goods which are not of a type held for sale in the ordinary course of business;


 


(g)  
which is not located in the United States or Canada or is in transit with a common carrier or other third party carrier
from vendors and suppliers; provided that Inventory in transit within the United States or Canada may be included as Eligible
Inventory so long as:


 


(i)  
if the applicable Loan Party’s rights with respect thereto are evidenced by a bill of lading or comparable document,
such document either (A) is non-negotiable or (B) has been delivered to the Collateral Agent,


 


(ii)   
the common carrier or other third party carrier is not an Affiliate of the Loan Parties or of the applicable vendor or
supplier, and


 


(iii)  
the customs broker is not an Affiliate of the Loan Parties or of the applicable vendor or supplier; provided that
this clause (iii) shall not apply to Retail Brokerage Solutions, LLC;


 




     


    26 


    

(h)  
which is located in any real property leased by a Loan Party unless (i) the lessor has executed and delivered to the Collateral
Agent a Collateral Access Agreement (subject to the grace period in clause (e) of the definition of “Collateral and Guarantee
Requirement”) or (ii) a Reserve for rent, charges and other amounts due or to become due with respect to such location has
been established by the Collateral Agent in its Permitted Discretion;


 


(i)  
which is located at any warehouse or other third party storage facility or is otherwise in the possession of a bailee (other
than a third party processor) and (i) is evidenced by a negotiable warehouse receipt or comparable document unless such document
has been delivered to the Collateral Agent or (ii) is not evidenced by a document, unless (A) such warehouseman or other bailee
has executed and delivered to the Collateral Agent a Collateral Access Agreement (subject to the grace period in clause (e) of
the definition of “Collateral and Guarantee Requirement”) and such other documentation as the Collateral Agent may
require in its Permitted Discretion or (B) an appropriate Reserve has been established by the Collateral Agent in its Permitted
Discretion;


 


(j)  
which is a discontinued product or component thereof;


 


(k)  
which is the subject of a consignment by a Loan Party as consignor;


 


(l)  
which is perishable;


 


(m)  
which contains or bears any Intellectual Property rights licensed to a Loan Party unless the Collateral Agent in its Permitted
Discretion is satisfied that it may sell or otherwise dispose of such Inventory without (i) infringing the rights of such licensor,
(ii) violating any contract with such licensor or (iii) incurring any liability with respect to payment of royalties other than
royalties incurred pursuant to sale of such Inventory under the current licensing agreement;


 


(n)  
which is not reflected in a current perpetual inventory report of the applicable Loan Party (unless such Inventory is reflected
in a report to the Collateral Agent as “in transit” Inventory); or


 


(o)  
for which reclamation rights have been asserted by the seller;


 


provided,
however, the Collateral Agent may, in its Permitted Discretion and upon prior written notice to the Company, deem any Inventory
ineligible, or impose additional eligibility criteria, based on the results of the Acceptable Appraisal and Field Exam.


 


Notwithstanding
the foregoing, (i) the amount of Inventory shall be adjusted (A) as required to eliminate intercompany profit and (B) to true
up cost by eliminating intercompany performance incentives and (ii) the aggregate amount of Inventory included in the Borrowing
Base pursuant to the proviso to clause (c) shall not exceed $50,000,000.


 




     


    27 


    

Notwithstanding
anything to the contrary contained herein, no Inventory acquired by any Loan Party after the Restatement Effective Date other
than in the ordinary course of business, or acquired or created by any Person that becomes a Loan Party after the Restatement
Effective Date, shall be included in determining Eligible Inventory until an appraisal with respect thereto has been completed
to the satisfaction of the Collateral Agent in its Permitted Discretion (it being understood and agreed that additional appraisals
conducted at the Company’s election pursuant to this paragraph shall not count against the number of appraisals permitted
pursuant to Section 5.23).


 


“Eligible
Real Property” means, on any date, the real property owned in fee by a Loan Party (i) that is acceptable in the Permitted
Discretion of the Collateral Agent for inclusion in the Borrowing Base, (ii) in respect of which a Real Property Appraisal has
been delivered to the Collateral Agent prior to its inclusion in the Borrowing Base and during the 24-month period ending on such
date, (iii) in respect of which the Collateral Agent is satisfied that all actions necessary or desirable in order to create a
perfected first priority Lien on such real property in favor of the Collateral Agent have been taken, including the filing and
recording of Mortgages, (iv) in respect of which an environmental assessment report has been completed and delivered to the Collateral
Agent in form and substance reasonably satisfactory to the Lenders and which does not indicate any pending, threatened or existing
Environmental Liability, or noncompliance with any Environmental Law, (v) in respect of which the Company shall have delivered
a fully-paid valid title insurance policy in form and substance reasonably satisfactory to the Collateral Agent naming the Collateral
Agent as the insured for the benefit of the Lenders, issued by a nationally recognized title insurance company reasonably acceptable
to the Collateral Agent, insuring the Lien of such Mortgage as a valid and enforceable first priority Lien on the Eligible Real
Property described therein, with such customary endorsements reasonably requested by the Collateral Agent and (vi) if requested
by the Collateral Agent: (A) a completed ALTA survey reasonably acceptable to the Collateral Agent has been delivered for which
all necessary fees have been paid and which is dated no more than 30 days prior to the date on which the applicable Mortgage is
recorded, certified to the Collateral Agent and the issuer of the title insurance policy in a manner reasonably satisfactory to
the Collateral Agent by a land surveyor duly registered and licensed in the state in which such Eligible Real Property is located
and acceptable to the Agent; (B) in respect of which local counsel for the Company in states in which the Eligible Real Property
is located have delivered a letter of opinion with respect to the enforceability and perfection of the Mortgages and any related
fixture filings in form and substance reasonably satisfactory to the Collateral Agent; (C) in respect of which the Company shall
have used its commercially reasonable best efforts to obtain estoppel certificates executed by all tenants of such Eligible Real
Property and such other consents, agreements and confirmations of lessors and third parties have been delivered to the Collateral
Agent as the Collateral Agent may deem necessary or desirable; and (D) a completed “Life of Loan” Federal Emergency
Management Agency standard flood hazard determination obtained with respect to such Eligible Real Property, together with evidence
that all other customary actions that the Collateral Agent may reasonably deem necessary or desirable in order to create perfected
first priority Liens on the property described in the Mortgages in favor of the Collateral Agent have been taken; provided,


 




     


    28 


    

however,
Eligible Real Property shall exclude (a) any real property located outside of the United States of America and (b) any Flood Hazard
Property.


 


“Enhanced
Borrowing Base Reporting Period” means (a) any period during which a Specified Event of Default has occurred and is
continuing or (b) any period (1) commencing on any day when Specified Excess Availability has for three consecutive Business Days
been less than or equal to the greater of (x)(I) prior to the consummation of the VS Transaction, $100,000,000 or (II) following
the consummation of the VS Transaction, $80,000,000 and (y) 15% of the Maximum Borrowing Amount and (2) ending after Specified
Excess Availability has been greater than the amount set forth in clause (1) above for 20 consecutive days during which period
no Specified Event of Default shall have occurred and be continuing.


 


“Environmental
Laws” means all applicable laws, rules, regulations, codes, orders-in-council, ordinances, orders, decrees, judgments,
injunctions or binding agreements issued, promulgated or entered into by any Governmental Authority, relating to the environment,
preservation or reclamation of natural resources or the management, release or threatened release of any Hazardous Material.


 


“Environmental
Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental
remediation, fines, penalties or indemnities), of the Company or any Consolidated Subsidiary 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 pursuant
to which liability is assumed or imposed with respect to any of the foregoing.


 


“Equity
Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company,
beneficial interests in a trust or other equity ownership interests in a Person.


 


“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and regulations promulgated
thereunder.


 


“ERISA
Affiliate” means any trade or business (whether or not incorporated) that, together with the Company, 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.


 


“ETC
Entity” means (i) any Person (including Easton Town Center, LLC, Easton Gateway, LLC and MORSO Holding Co.) engaged
primarily in the ownership, management, leasing, development or operation of real property located in or around the Columbus,
Ohio Easton Shopping Center and (ii) any Person substantially all of the assets of which consist of equity interests in or
debt of any Person described in clause (i).


 


“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.


 




     


    29 


    

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


 


“Event
of Default” has the meaning set forth in Section 6.01.


 


“Excess
Availability” means, at any time, an amount equal to (a) the Maximum Borrowing Amount, minus (b) the Aggregate Credit
Exposure (which, solely for purposes of determining Average Daily Excess Availability, shall exclude Protective Advances), in
each case outstanding at such time.


 


“Exchange
Rate” means on any day, for purposes of determining the US Dollar Equivalent of any other currency, the rate at which
such other currency may be exchanged into US Dollars at the time of determination on such day as set forth on the Reuters WRLD
Page for such currency. In the event that such rate does not appear on any Reuters WRLD Page, the Exchange Rate shall be determined
by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative
Agent and the Company or, in the absence of such an agreement, such Exchange Rate shall instead be the Spot Rate.


 


“Excluded
Deposit Accounts” means (a) any deposit account the funds in which are used solely for the payment of salaries and wages,
workers’ compensation and similar expenses (including payroll taxes) in the ordinary course of business, (b) any deposit
account that is a zero-balance disbursement account, (c) any deposit account the funds in which consist solely of (i) funds held
by the Company or any Subsidiary Loan Party in trust for any director, officer or employee of the Company or any Subsidiary Loan
Party or any employee benefit plan maintained by the Company or any Subsidiary Loan Party or (ii) funds representing deferred
compensation for the directors and employees of the Company and the Subsidiary Loan Parties, (d) any deposit account the funds
in which consist solely of cash earnest money deposits or funds deposited under escrow or similar arrangements in connection with
any letter of intent or purchase agreement for any transaction permitted hereunder, (e) other deposit accounts to the extent the
aggregate daily balance in all such accounts does not at any time exceed $100,000 and (f) any deposit account established and
funded for the purpose of supporting Guarantees of the Company or any Subsidiary Loan Party in respect of the China Facility Obligations
to the extent such Guarantees are permitted hereunder.


 


“Excluded
Securities Account” means any securities account the securities entitlements in which consist solely of (a) securities
entitlements held by the Company or any Subsidiary Loan Party in trust for any director, officer or employee of the Company or
any Subsidiary Loan Party or any employee benefit plan maintained by the Company or any Subsidiary Loan Party or (b) securities
entitlements representing deferred compensation for the directors and employees of the Company and the Subsidiary Loan Parties.


 


“Excluded
Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted
from a payment to a Recipient: (a) income, franchise or similar Taxes imposed on (or measured by) such Recipient’s net income
by the United States of America, (b) income, franchise or similar Taxes imposed by the jurisdiction under the laws of which such
Recipient is organized or


 




     


    30 


    

in which its
principal office is located or, in the case of any Lender, in which its applicable lending office is located, or which are imposed
by reason of any present or former connection between such Lender and the jurisdiction imposing such Taxes, other than solely
as a result of this Agreement or any Loan or transaction contemplated hereby, (c) any branch profits Taxes imposed by the United
States of America or any similar Tax imposed by any other jurisdiction described in clause (a) or (b) above, (d) in the case of
a Lender (other than an assignee pursuant to a request by the Company under Section ‎2.18(b)), any U.S. federal withholding
Tax that is in effect and would apply to amounts payable to or for the account of such Lender under applicable law at the time
such Lender becomes a party to this Agreement (or designates a new lending office), except to the extent that such Lender (or
its assignor, if any) was entitled, under applicable law at the time of designation of a new lending office (or assignment), to
receive additional amounts from the Company with respect to any such withholding Tax pursuant to Section ‎2.16(a), (e) any
Tax that is attributable to such Lender’s failure to comply with Section ‎2.16(f), (f) any U.S. federal Taxes imposed
under FATCA, and (g) any Canadian withholding tax that is imposed as a result of a Recipient not dealing at arm’s length
(within the meaning of the ITA) with the payer at the time of such payment.


 


“Existing
Credit Agreement” has the meaning set forth in the introductory statement of this Agreement.


 


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


 


“FCPA”
means the United States Foreign Corrupt Practices Act of 1977.


 


“Federal
Funds Effective Rate” means, for any day, the rate calculated by the NYFRB based on such day’s federal funds transactions
by depository 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;
provided that if such rate shall be less than zero, such rate shall be deemed to be zero for all purposes of this Agreement.


 


“Federal
Reserve Bank of New York’s Website” means the website of the NYFRB at http://www.newyorkfed.org, or any successor
source.


 


“Financial
Officer” means the chief financial officer, principal accounting officer, treasurer or controller of the Company.


 


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


 


“Fiscal
Month” means any fiscal month as set forth in the calendar published by the National Retail Federation.


 


“Fiscal
Year” means any fiscal year as set forth in the calendar published by the National Retail Federation setting forth the
fiscal year for retailers on a 52/53


 




     


    31 


    

week fiscal
year ending on the Saturday on or nearest (whether following or preceding) January 31 of the following calendar year.


 


“Flood
Hazard Property” means any real property improved by a Building (as defined in the Flood Insurance Laws) or Manufactured
(Mobile) Home (as defined in the Flood Insurance Laws) that on the relevant date of determination is located in an area identified
by the Federal Emergency Management Agency (or any successor agency) as a special flood hazard area.


 


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


 


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


 


“Foreign
Subsidiary” means any Subsidiary that is not a Domestic Subsidiary or a Canadian Subsidiary.


 


“GAAP”
means generally accepted accounting principles in the United States of America.


 


“Gift
Card Reserve” means, at any time, the sum of (a) 50% of the aggregate remaining amount at such time of outstanding gift
certificates and gift cards sold by the Loan Parties entitling the holder thereof to use all or a portion of the certificate or
gift card to pay all or a portion of the purchase price of Inventory and (b) 50% of the aggregate amount at such time of outstanding
customer deposits and merchandise credits entitling the holder thereof to use all or a portion of such deposit or credit to pay
all or a portion of the purchase price of Inventory.


 


“Governmental
Authority” means the government of the United States of America, Canada, any other nation or any political subdivision
thereof, whether state, local, provincial or territorial, and any agency, authority, instrumentality, regulatory body, court,
central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions
of or pertaining to government.


 


“Guarantee”
of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing
or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary
obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect,
(a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation
or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase
or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the
payment thereof, (c) to maintain working


 




     


    32 


    

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.


 


“Hazardous
Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or
other pollutants, including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls,
radon gas, infectious or medical wastes in each case which are regulated pursuant to any Environmental Law.


 


“Hedging
Agreement” means any interest rate protection agreement, foreign currency exchange agreement, commodity price protection
agreement or other interest or currency exchange rate or commodity price hedging arrangement.


 


“IBA”
has the meaning set forth in Section 1.08.


 


“Immaterial
Subsidiaries” means, at any time, Consolidated Subsidiaries that (a) are Domestic Subsidiaries or Canadian Subsidiaries
and (b) at such time, in the aggregate for all such Subsidiaries, (i) directly own less than 10% of the amount of Qualifying Assets
owned directly by all Consolidated Subsidiaries that are Domestic Subsidiaries or Canadian Subsidiaries and (ii) directly own
accounts receivable and inventory representing less than 5% of the book value of the accounts receivable and inventory directly
owned by all Consolidated Subsidiaries that are Domestic Subsidiaries or Canadian Subsidiaries.


 


“Incremental
Facility Agreement” means an Incremental Facility Agreement, in form and substance reasonably satisfactory to the Administrative
Agent, among the Company, the Administrative Agent and one or more Incremental Lenders, establishing Incremental Revolving Commitments
of any tranche and effecting such other amendments hereto and to the other Loan Documents as are contemplated by Section 2.08.


 


“Incremental
Lender” means a Lender with an Incremental Revolving Commitment.


 


“Incremental
Revolving Commitment” means, with respect to any Lender, the commitment, if any, of such Lender, established pursuant
to an Incremental Facility Agreement and Section 2.08, to make Incremental Revolving Loans of any tranche, and, if provided in
such Incremental Facility Agreement, to acquire participations in Letters of Credit and Protective Advances of such tranche, expressed
as an amount representing the maximum aggregate permitted amount of such Lender’s Credit Exposure under such Incremental
Facility Agreement.


 


“Incremental
Revolving Loan” means a Loan made pursuant to a tranche of Incremental Revolving Commitments.


 


“Indebtedness”
of any Person means, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations
of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such


 




     


    33 


    

Person in respect
of the deferred purchase price of property (other than inventory) or services (excluding accruals and trade accounts payable arising
in the ordinary course of business), (d) all Indebtedness of others secured by any Lien on property owned or acquired by
such Person, whether or not the Indebtedness secured thereby has been assumed, (e) all Guarantees by such Person of Indebtedness
of others, (f) all Capital Lease Obligations of such Person and (g) all obligations, contingent or otherwise, of such
Person in respect of bankers’ acceptances.


 


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


 


“Initial
Borrowing Base” has the meaning set forth in the definition of “Borrowing Base”.


 


“Insolvency
Laws” means each of the Bankruptcy Code, the Bankruptcy and Insolvency Act (Canada), the Companies’
Creditors Arrangement Act (Canada) and the Winding-Up and Restructuring Act (Canada), in each case as amended, and
any other applicable state, provincial, territorial, foreign or federal bankruptcy laws, each as now and hereafter in effect,
any successors to such statutes and any other applicable insolvency or other similar law of any jurisdiction, including any corporate
law of any jurisdiction permitting a debtor to obtain a stay or a compromise of the claims of its creditors against it and including
any rules and regulations pursuant thereto.


 


“Intellectual
Property” has the meaning assigned to such term in the Collateral Agreements.


 


“Intercreditor
Agreement” means a customary intercreditor or subordination agreement or arrangement among the Loan Parties, the Collateral
Agent and the trustee, agent or other representative for holders of any Indebtedness secured by Non-ABL Priority Collateral or
second-priority Liens contemplated by clause (a)(ix) or (b)(x) of Section 5.08, as applicable, which intercreditor agreement
shall be consistent with the then existing market practice and reasonably acceptable to the Required Lenders (it being understood
that (i) any such intercreditor agreement shall be considered approved by a Lender if made available to such Lender by the
Administrative Agent (through Intralinks or similar facility) and such Lender is informed that such intercreditor agreement shall
be considered approved by it if there is no objection within five Business Days, and no such objection is made and (ii) such
intercreditor agreement shall be deemed accepted if approved or deemed approved by the Required Lenders).


 


“Interest
Election Request” means a request by a Borrower to convert or continue a Borrowing in accordance with Section 2.07.


 


“Interest
Payment Date” means (a) with respect to any ABR Loan or Canadian Prime Rate Loan (other than a Protective Advance),
the last day of each March, June, September and December, (b) with respect to any Eurodollar or CDOR Rate Loan, the last day of
the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurodollar or CDOR Rate Borrowing
with an Interest Period of more than three-months’ duration, each day prior to the last day of such Interest Period


 




     


    34 


    

that occurs
at intervals of three-months’ duration after the first day of such Interest Period and (c) with respect to any Protective
Advance, the day that such Loan is required to be repaid.


 


“Interest
Period” means, with respect to any Eurodollar or CDOR Rate Borrowing, the period commencing on the date of such Borrowing
and ending on (i) with respect to any Eurodollar Borrowing, the date that is one week thereafter or (ii) the numerically
corresponding day in the calendar month that is one, two, three or six months thereafter or, if available from all participating
Lenders, 12 months thereafter, in each case as the applicable Borrower may elect; provided that (i) 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, in the case of a Eurodollar Borrowing with an Interest Period of an integral number of months only, 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, (ii) any Interest Period pertaining to a Eurodollar or CDOR Rate Borrowing with an Interest Period of an integral number
of months that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding
day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such
Interest Period and (iii) any Interest Period that would otherwise end after the Maturity Date will end on the Maturity Date.
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, (A) with respect to any Eurodollar Loan for any Interest Period or clause (c) of the definition of the
term “Alternate Base Rate”, a rate per annum (rounded upward to the next 1/100th of 1%) 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 applicable LIBO Screen Rate for the longest period (for which such LIBO Screen Rate is available)
that is shorter than the Interest Period for such Eurodollar Loan and (b) the applicable LIBO Screen Rate for the shortest period
(for which such LIBO Screen Rate is available) that is longer than the Interest Period for such Eurodollar Loan, in each case
at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period and (B) with respect
to any CDOR Rate Loan for any Interest Period, a rate per annum (rounded upward to the next 1/100th of 1% (with 0.005% being rounded
up)) 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 applicable CDO Screen Rate for the longest
period (for which such CDO Screen Rate is available) that is shorter than the Interest Period for such CDOR Rate Loan and (b)
the applicable CDO Screen Rate for the shortest period (for which such CDO Screen Rate is available) that is longer than the Interest
Period for such CDOR Rate Loan, in each case at or about approximately 10:00 a.m., Toronto time, on the applicable date of determination
two Business Days prior to the commencement of such Interest Period.


 


“Inventory”
has the meaning specified in the UCC.


 


“Investment”
has the meaning set forth in Section 5.17.


 




     


    35 


    

“IRS”
means the United States Internal Revenue Service.


 


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


 


“Issuing
Bank” means, as applicable, (a) with respect to Letters of Credit to be participated in under the Revolving Commitments,
(i) JPMorgan Chase Bank, N.A., in its capacity as an issuer of Letters of Credit hereunder, (ii) Citibank, N.A., in its capacity
as an issuer of Letters of Credit hereunder, (iii) Bank of America, N.A., in its capacity as an issuer of Letters of Credit (denominated
in US Dollars only) hereunder, (iv) Wells Fargo Bank, National Association, in its capacity as an issuer of Letters of Credit
hereunder, (v) HSBC Bank USA, N.A., in its capacity as an issuer of Letters of Credit hereunder, (vi) Barclays Bank PLC, in its
capacity as an issuer of Letters of Credit (standby only) hereunder, (vii) any other Revolving Lender or Affiliate of a Revolving
Lender designated by the Company (with such Revolving Lender’s consent) as an Issuing Bank with respect to such Letters
of Credit in a written notice to the Administrative Agent and (viii) their respective successors in such capacity as provided
in Section 2.05(i) and (b) with respect to Letters of Credit to be participated in under the Commitments of any other Class,
(i) any Lender of such Class or Affiliate of a Lender of such Class named as such in the Incremental Facility Agreement pursuant
to which such Commitments were established, (ii) any other Lender of such Class or Affiliate of a Lender of such Class designated
by the Company (with such Lender’s consent) as an Issuing Bank with respect to such Letters of Credit in a written notice
to the Administrative Agent and (iii) its respective successors in such capacity as provided in Section 2.05(i). Any Issuing Bank
may, in its discretion, arrange for one or more Letters of Credit to be issued by or through Affiliates of such Issuing Bank,
in which case the term “Issuing Bank” shall include any such Affiliate with respect to Letters of Credit issued by
such Affiliate.


 


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


 


“Judgment
Currency” has the meaning set forth in Section 8.18(b).


 


“LC
Commitment” means, with respect to any Issuing Bank, the maximum permitted amount of LC Exposure that may be attributable
to Letters of Credit issued by such Issuing Bank. Each Issuing Bank’s LC Commitment shall be equal to (x) the amount set
forth in clause (i) of the third sentence of Section 2.05(b) divided by (y) the number of Issuing Banks at such time, or such
other amount as agreed by such Issuing Bank and the Company; provided that from and after the Restatement Effective Date,
no Issuing Bank’s LC Commitment shall be increased without such Issuing Bank’s consent.


 


“LC
Disbursement” means a payment made by any Issuing Bank pursuant to a Letter of Credit.


 


“LC
Exposure” means, with respect to any Class as at any date of determination, the aggregate amount available to be drawn
under all outstanding Letters of Credit of such Class plus the aggregate of all LC Disbursements in respect of Letters
of Credit of such Class that have not yet been reimbursed by or on behalf of the


 




     


    36 


    

applicable
Borrowers at such time. For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such
Letter of Credit shall be determined in accordance with Section 1.06. For all purposes of this Agreement, if on any date of determination
a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14
of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.
The LC Exposure with respect to any Class of any Lender of such Class at any time shall be its Applicable Percentage in respect
of such Class of the total LC Exposure in respect of such Class at such time, subject to adjustment pursuant to any LC Exposure
Reallocation. An LC Exposure Reallocation permitted hereunder shall be effective upon election by the Company as provided in Section 2.19,
and shall be rescinded with respect to any Lender that is a Defaulting Lender at the time it ceases to be a Defaulting Lender
or at the time its applicable Commitment is assigned pursuant to Section 2.18(b) or terminated pursuant to Section 2.18(c).


 


“LC
Exposure Reallocation” means an adjustment to the LC Exposure of each Lender of any applicable Class that is a non-Defaulting
Lender, to take account of a Lender or Lenders of such Class being or becoming a Defaulting Lender, that increases the LC Exposure
of each Lender of such Class that is not a Defaulting Lender to equal its Applicable Percentage in respect of such Class (determined
as though the Commitment of each Lender of such Class that is a Defaulting Lender were reduced to zero) of the total LC Exposure
in respect of such Class, in order to support its ratable share of the LC Exposure of such Class of the relevant Defaulting Lender
or Defaulting Lenders. In the event of an LC Exposure Reallocation (a) the LC Exposure of the relevant Lender that is a Defaulting
Lender shall not be decreased, but (b) the LC Exposure of each Lender of the applicable Class that is not a Defaulting Lender
shall be increased as provided above, and such Lender’s increased LC Exposure of such Class shall apply for all purposes
of this Agreement, including for purposes of determining its Credit Exposure and participation fees payable with respect to its
LC Exposure. Notwithstanding any other provision of this Agreement, an LC Exposure Reallocation shall not be permitted if, after
giving effect thereto, the Credit Exposure of any Lender of such Class shall exceed its Commitment of such Class.


 


“Lenders”
means the Persons listed on Schedule 2.01 and any other Person that shall have become a party hereto (i) pursuant to
an accession agreement as contemplated in Section 2.08(d), (ii) pursuant to an Assignment and Assumption as contemplated
in Section 8.04(b), other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption
or (iii) pursuant to an Incremental Facility Agreement. Unless the context otherwise requires, the term “Lenders”
includes the Administrative Agent in its capacity as lender of Protective Advances.


 


“Letter
of Credit” means any letter of credit issued pursuant to this Agreement and shall include, if applicable, any bankers’
acceptance resulting from any such letter of credit, so long as such banker’s acceptance matures within the period provided
for in Section 2.05(c).


 


“LIBO
Rate” means, with respect to any Eurodollar Borrowing for any applicable currency for any Interest Period, the London
interbank offered rate as administered by ICE Benchmark Administration (or any other Person that takes over the


 




     


    37 


    

administration
of such rate for the relevant currency) for a period equal in length to such Interest Period as displayed 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; in each
case 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 be less than zero, such rate shall be deemed to be
zero for the purposes of this Agreement; provided further that if the LIBO Screen Rate shall not be available at such time
for such Interest Period with respect to the applicable currency then the LIBO Rate shall be the Interpolated Rate; provided
that if any Interpolated Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.
To the extent that a comparable or successor rate or service is chosen by the Administrative Agent in connection with any rate
set forth in this definition, such comparable or successor rate or service shall be applied or chosen in a manner consistent with
market practice. Notwithstanding the foregoing, the LIBO Rate shall at no time be less than 0.75% per annum.


 


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


 


“Loan
Documents” means this Agreement, the Collateral Documents and the Restatement Agreement.


 


“Loan
Parties” means the Borrowers and the Subsidiary Loan Parties.


 


“Loans”
means the loans (including Protective Advances) made by the Lenders to the Borrowers pursuant to this Agreement.


 


“Material
Adverse Effect” means a material adverse effect on (a) the business, financial position or results of operations
of the Company and the Consolidated Subsidiaries, taken as a whole, (b) the ability of any Borrower to perform any of its
obligations under this Agreement or (c) the rights of or benefits available to the Lenders under this Agreement or the Collateral
Agreements.


 


“Material
Indebtedness” means Indebtedness (other than the Loans and Letters of Credit), or obligations in respect of one or more
Hedging Agreements, of any one or more of the Company and its Consolidated Subsidiaries in an aggregate principal amount exceeding
$100,000,000. For purposes of determining Material Indebtedness, the “principal amount” of the obligations of the
Company or any Consolidated Subsidiary in respect of any Hedging Agreement at any time shall be the maximum aggregate amount (giving
effect to any netting agreements) that the Company or such Consolidated Subsidiary would be required to pay if such Hedging Agreement
were terminated at such time.


 


“Material
Subsidiary” means any (i) Designated Real Estate Subsidiary or (ii) Consolidated Subsidiary that (a) is a Domestic Subsidiary
or a Canadian Subsidiary and (b) is not an Immaterial Subsidiary or a Receivables Subsidiary.


 




     


    38 


    

“Maturity
Date” means August 13, 2024; provided that in the event that (i) Specified Excess Availability projected by the
Borrowers on a reasonable basis for each of the 60 days immediately preceding and each of the 60 days succeeding the maturity
date for a series of Senior Notes with an outstanding principal amount at such time exceeding $25,000,000 (the “Subject
Notes”) is less than $300,000,000 (calculated on a pro forma basis for the repayment of the Subject Notes) and (ii)
the ratio of Consolidated EBITDAR to Consolidated Fixed Charges for the most recent Test Period is less than 1.10 to 1.00 (calculated
on a pro forma basis for the repayment of the Subject Notes), then the Maturity Date shall be the date that is 91 days prior to
the scheduled maturity date of such series of Senior Notes.


 


“Maximum
Borrowing Amount” means, at any time, the lesser of (a) the Aggregate Commitments at such time and (b) the Borrowing
Base at such time.


 


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


 


“Mortgage”
means a mortgage, deed of trust, assignment of leases and rents or other security document granting a Lien on any Mortgaged Property
in favor of the Collateral Agent to secure the Obligations. Each Mortgage shall be in form and substance reasonably satisfactory
to the Administrative Agent.


 


“Mortgaged
Property” means each parcel of real property (together with any adjoining or other parcels of real property integral
to the operation of any facility owned by any Loan Party; provided that such additional parcels of real property shall
not constitute Mortgaged Property if the applicable Loan Party is unable to deliver a Mortgage encumbering such additional parcels
despite using commercially reasonable efforts to deliver them) located in the United States of America owned in fee by a Loan
Party, and the improvements thereto.


 


“Multiemployer
Plan” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.


 


“Net
Orderly Liquidation Value” means, with respect to Inventory of any Person, the orderly liquidation value thereof as
identified in the Acceptable Appraisal and Field Exam or such other more recent field examination or Inventory appraisal, as applicable,
net of all costs of liquidation thereof.


 


“Non-ABL
Priority Collateral” means, at any time, all the following assets that constitute Collateral, whether now owned or hereafter
acquired and wherever located: (a) all real property, related appurtenant rights and Fixtures and interests therein (including
both fee and leasehold interests) (x) located outside the United States of America and (y) located in the United States of America
if Eligible Real Property is not included in the Borrowing Base at such time; (b) all Equipment; (c) all Intellectual Property
(other than any computer programs and any support and information relating thereto that constitute Inventory); (d) all Equity
Interests and other Investment Property (other than Investment Property constituting ABL Priority Collateral under clause (d)
or (g) of the definition of such term); (e) all Commercial Tort Claims; (f) all insurance policies relating to Non-ABL Priority
Collateral, but, for the avoidance of doubt, excluding business interruption insurance and credit insurance with respect to any
Accounts; (g) except to the extent constituting ABL Priority Collateral under clause (g)


 




     


    39 


    

of the definition
of such term, all Documents, all General Intangibles, all Instruments and all Letter-of-Credit Rights; (h) all other Collateral
not constituting ABL Priority Collateral; (i) all collateral and guarantees given by any other Person with respect to any of the
foregoing, and all Supporting Obligations (including Letter-of-Credit Rights) with respect to any of the foregoing; (j) all books
and Records to the extent relating to any of the foregoing; and (k) all products and Proceeds of the foregoing. Notwithstanding
the foregoing, the term “Non-ABL Priority Collateral” shall not include any assets referred to in clauses (a) through
(e) of the definition of the term “ABL Priority Collateral”. Capitalized terms used in this definition but not defined
herein have the meanings assigned to them in the Collateral Agreements.


 


“Non-Consenting
Lender” means any Lender that withholds its consent to any proposed amendment, modification or waiver that cannot become
effective without the consent of such Lender under Section 8.02 or Section 8.02A, and that has been consented to by the Required
Lenders (or (a) in circumstances where Section 8.02 does not require the consent of the Required Lenders as a result of clause (ii)
of the second proviso in Section 8.02(b), a majority in interest of the Lenders of the affected Class or (b) in circumstances
where Section 8.02A does not require the consent of the Required Lenders, the Supermajority Lenders).


 


“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”
shall mean the rate for a federal funds transaction quoted at 11:00 a.m., New York City time, on such day received by the
Administrative Agent from a Federal funds broker of recognized standing selected by it; provided, further, that if any
of the aforesaid rates shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.


 


“Obligations”
has the meaning set forth in the Collateral Agreements.


 


“OFAC”
means the U.S. Department of Treasury’s Office of Foreign Asset Control.


 


“Other
Taxes” means any and all present or future recording, stamp, documentary, excise, property or similar taxes, charges
or levies imposed by the United States of America or any political subdivision thereof arising from any payment made under, from
the execution, delivery, performance, enforcement or registration of, or from the registration, receipt or perfection of a security
interest under, or otherwise with respect to, this Agreement.


 


“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


 




     


    40 


    

overnight bank
funding rate (from and after such date as the NYFRB shall commence to publish such composite rate).


 


“Participant
Register” has the meaning set forth in Section 8.04(c)(iii).


 


“Patriot
Act” has the meaning set forth in Section 8.15.


 


“Payment
Conditions” means:


 


(a)  
in respect of any Restricted Payment to be made in reliance on such conditions, on a pro forma basis, on each of the 30
days immediately preceding such Restricted Payment, and projected on a reasonable basis for each of the 30 days succeeding such
Restricted Payment, either (i) both (x) the ratio of Consolidated EBITDAR to Consolidated Fixed Charges for the most recent
Test Period is greater than 1.00 to 1.00 and (y) Specified Excess Availability is greater than the greater of (I)(A) prior to
the consummation of the VS Transaction, $150,000,000 and (B) following the consummation of the VS Transaction, $120,000,000 and
(II) 20% of the Maximum Borrowing Amount or (ii) Specified Excess Availability is greater than the greater of (I)(A) prior to
the consummation of the VS Transaction, $250,000,000 and (B) following the consummation of the VS Transaction, $200,000,000 and
(II) 30% of the Maximum Borrowing Amount, and, in each case, the absence of an Event of Default; and


 


(b)  
 in respect of any Investment to be made in reliance on such conditions, on a pro forma basis, on each of the 30 days immediately
preceding such Investment, and projected on a reasonable basis for each of the 30 days succeeding such Investment, either (i) both
(x) the ratio of Consolidated EBITDAR to Consolidated Fixed Charges for the most recent Test Period is greater than 1.00 to 1.00
and (y) Specified Excess Availability is greater than the greater of (I)(a) prior to the consummation of the VS Transaction, $100,000,000
and (b) following the consummation of the VS Transaction, $80,000,000 and (II) 17.5% of the Maximum Borrowing Amount or (ii) Specified
Excess Availability is greater than the greater of (I)(a) prior to the consummation of the VS Transaction, $200,000,000 and (b)
following the consummation of the VS Transaction, $160,000,000 and (II) 25% of the Maximum Borrowing Amount, and, in each case,
the absence of an Event of Default.


 


“Payment
Intangibles” has the meaning specified in the UCC.


 


“PBGC”
means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.


 


“Permitted
Discretion” means a determination made by the Collateral Agent in good faith and in the exercise of reasonable (from
the perspective of a secured asset-based lender) business judgment in accordance with the Collateral Agent’s credit policies.


 


“Permitted
Encumbrances” means:


 


(a)  
Liens imposed by law for taxes that are not yet due;


 




     


    41 


    

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


 


(c)  
pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment
insurance and other social security laws or regulations;


 


(d)  
deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance
bonds and other obligations of a like nature, in each case in the ordinary course of business;


 


(e)  
judgment liens in respect of judgments that do not constitute an Event of Default under clause (i) of Section 6.01;


 


(f)   
easements, zoning restrictions, rights-of-way 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 or interfere with the ordinary conduct of business of the Company or any Subsidiary;


 


(g)  
Liens in favor of sellers of goods arising under Article 2 of the UCC or similar provisions of applicable law in the
ordinary course of business, covering only the goods sold and securing only the unpaid purchase price for such goods and related
expenses;


 


(h)  
Liens securing obligations in respect of trade letters of credit; provided that such Liens do not extend to any property
other than the goods financed or paid for with such letters of credit, documents of title in respect thereof and proceeds thereof;


 


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


 


(j)  
leases, licenses, subleases or sublicenses granted to others in the ordinary course of business which do not (i) interfere
in any material respect with the business of the Company or any Consolidated Subsidiary, taken as a whole, or (ii) secure any
Indebtedness;


 


(k)  
Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into
by the Company or any of its Consolidated Subsidiaries in the ordinary course of business permitted by this Agreement;


 




     


    42 


    

(l)  
Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading
accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes;


 


(m)  
Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given
in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Company or any Subsidiary
Loan Party to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Company
and the Subsidiary Loan Parties or (iii) relating to purchase orders and other agreements entered into with customers of the Company
or any Subsidiary Loan Party in the ordinary course of business;


 


(n)  
Liens solely on any cash earnest money deposits made by the Company or any Subsidiary Loan Party in connection with any
letter of intent or purchase agreement permitted hereunder;


 


(o)  
Liens arising from precautionary UCC filings regarding “true” operating leases or the consignment of goods
to a Loan Party; and


 


(p)  
Liens on insurance proceeds incurred in the ordinary course of business in connection with the financing of insurance premiums;


 


provided that the term
“Permitted Encumbrances” shall not include any Lien securing Indebtedness.


 


“Permitted
Holders” means Leslie H. Wexner, all descendants of any of his grandparents, any spouse or former spouse of any of the
foregoing, any descendant of any such spouse or former spouse, the estate of any of the foregoing, any trust for the benefit,
in whole or in part, of one or more of the foregoing and any corporation, limited liability company, partnership or other entity
Controlled by one or more of the foregoing.


 


“Permitted
Non-ABL Indebtedness” means any Indebtedness of the Company or any other Loan Party permitted under Section 5.10(k)
or (l).


 


“Permitted
Non-ABL Indebtedness Documents” means any credit agreement, indenture or other agreement, instrument or other document
evidencing or governing any Permitted Non-ABL Indebtedness or providing for any Guarantee or other right in respect thereof.


 


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


 


“Plan”
means any “employee pension benefit plan” as defined in Section 3(2) of the ERISA (other than a Multiemployer Plan)
subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect
of which the Company or any ERISA Affiliate is (or, if such plan were terminated, would under


 




     


    43 


    

Section 4069
of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.


 


“PPSA”
means the Personal Property Security Act (Ontario), including the regulations thereto, provided that, if validity, perfection
or the effect of perfection or non-perfection or the priority of any Lien created hereunder on the Collateral is governed by the
personal property security legislation or other applicable legislation with respect to personal property security in effect in
a jurisdiction other than Ontario, “PPSA” means the Personal Property Security Act or such other applicable
legislation in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such validity,
perfection, effect of perfection or non-perfection or priority.


 


“Prime
Rate” means the rate of interest per annum publicly announced from time to time by JPMorgan Chase Bank, N.A., as its
prime rate in effect at its principal office in New York City; each change in the Prime Rate shall be effective from and including
the date such change is publicly announced as being effective.


 


“Protective
Advance Exposure” means, at any time, the sum of the principal amounts of all outstanding Protective Advances at such
time. The Protective Advance Exposures of any Lender at any time shall be its Applicable Percentage of the total Protective Advance
Exposures at such time, adjusted to give effect to any reallocation under Section 2.19 of the Protective Advance Exposures of
Defaulting Lenders in effect at such time.


 


“Protective
Advances” has the meaning set forth in Section 2.04(a).


 


“PTE”
means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from
time to time.


 


“QFC”
has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with,
12 U.S.C. § 5390(c)(8)(D).


 


“QFC
Credit Support” has the meaning set forth in Section 8.21.


 


“Qualifying
Assets” means any and all assets directly owned by the Consolidated Subsidiaries that are Domestic Subsidiaries or Canadian
Subsidiaries, other than (a) real property, including improvements thereto and fixtures, (b) aircraft and (c) investments in the
Company or any of its Subsidiaries. The amount or value of any Qualifying Assets at any time shall be the book value thereof at
such time determined in accordance with GAAP.


 


“Real
Property Appraisal” means an appraisal report from an appraisal firm satisfactory to the Collateral Agent, complying
with the requirements of FIRREA and dated no more than 60 days prior to the date of delivery to the Collateral Agent, in form
and substance satisfactory to the Collateral Agent in its Permitted Discretion.


 


“Real
Property Exclusion Notice” means a written notice to the Collateral Agent from the Company, signed by a Financial Officer
of the Company and certifying (i) that the Company elects to exclude Eligible Real Property from the Borrowing Base and (ii) that
either (x) the ratio of Consolidated EBITDAR to Consolidated Fixed Charges for the most recent Test Period is greater than 1.10
to 1.00 or (y) Specified Excess


 




     


    44 


    

Availability
is greater than (I) prior to the consummation of the VS Transaction, $300,000,000 or (II) following the consummation of the VS
Transaction, $240,000,000.


 


“Receivables
Facility” means any of one or more transactions pursuant to which the Company or any of the Consolidated Subsidiaries
sells or conveys Receivables Facility Assets to a Receivables Subsidiary that borrows or issues debt on a secured basis against
Receivables Facility Assets.


 


“Receivables
Facility Assets” means (a) Accounts that are excluded from Eligible Accounts pursuant to clause (g)(i) or (l) of the
definition thereof and, in each case, any related assets and rights (including any collateral securing such Accounts, any contract
rights in respect of such Accounts, proceeds collected on such Accounts, lockbox accounts into which such proceeds are collected
and related records) customarily transferred in connection with similar receivables financing or securitization transactions and/or
(b) Equity Interests issued by any Receivables Subsidiary;


 


“Receivables
Facility Guarantee” means (i) any guarantee of performance and related indemnification entered into by the Company or
any Consolidated Subsidiary in respect of the obligations of a seller or servicer of Receivables Facility Assets in a Receivables
Facility or (ii) any other guarantee of performance entered into by the Company or any Consolidated Subsidiary which the Company
has determined in good faith to be customary in a Receivables Facility.


 


“Receivables
Subsidiary” means a Consolidated Subsidiary (x) formed as a special purpose entity for the purpose of facilitating or
entering into one or more Specified Receivables Facilities and promptly identified in writing to the Administrative Agent as a
Receivables Subsidiary and (y) engaged only in activities reasonably related or incidental to Specified Receivables Facilities
(it being understood and agreed that any entity formed solely for the purpose of holding any bank account into which collections
or other proceeds of Receivables Facility Assets are paid shall satisfy the requirement in clause (y) above).


 


“Recipient”
means (a) the Administrative Agent, (b) any Lender and (c) any Issuing Bank, as applicable.


 


“Register”
has the meaning set forth in Section 8.04.


 


“Related
Parties” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers,
employees, agents and advisors of such Person and such Person’s Affiliates.


 


“Relevant
Governmental Body” means the Board and/or the NYFRB or a committee officially endorsed or convened by the Board and/or
the NYFRB or, in each case, any successor thereto.


 


“Reports”
means reports prepared by any Agent or another Person showing the results of appraisals, field examinations or audits pertaining
to the assets of any Loan Party from information furnished by or on behalf of any Loan Party, which Reports (except where prepared
for internal purposes of the Agents) shall be distributed to the Lenders by the Agents.


 




     


    45 


    

“Required
Lenders” means, at any time, Lenders having Credit Exposures and unused Commitments representing more than 50% of the
sum of the Aggregate Credit Exposure and total unused Commitments at such time.


 


“Required
Real Property Documentation” means (x) the documentation described in clauses (ii), (iv), (v) and (vi) of the definition
of “Eligible Real Property” and (y) a written notice to the Collateral Agent from the Company stating that the Company
elects to include Eligible Real Property in the Borrowing Base.


 


“Required
Secured Parties” has the meaning set forth in the Collateral Agreements.


 


“Reserves”
means any and all reserves which the Collateral Agent deems it appropriate, in its Permitted Discretion, to maintain (including,
without limitation, reserves for excise tax collection and sales tax collection, transportation reserves, reserves for accrued
and unpaid interest on the Obligations, volatility reserves, reserves for rent at locations leased by any Loan Party and for consignee’s,
warehousemen’s and bailee’s charges, reserves for dilution of Accounts, reserves in respect of Inventory, reserves
for customs charges and shipping charges related to any Inventory in transit, reserves for obligations related to any Hedging
Agreement that is secured on a pari passu basis with the Obligations, reserves for Liens on ABL Priority Collateral permitted
under Section 5.08(a)(x) or (b)(xi), reserves for contingent liabilities of any Loan Party, Gift Card Reserves, Specified OA Payment
Obligation Reserves, reserves for uninsured losses of any Loan Party, reserves for uninsured, underinsured, un-indemnified or
under-indemnified liabilities or potential liabilities with respect to any litigation and reserves for taxes, fees, assessments,
and other governmental charges) with respect to the Collateral or any Loan Party. No Reserves may be taken or increased after
the later of the Restatement Effective Date and the date of the effectiveness of the Initial Borrowing Base (such later date,
the “Reference Date”) based on circumstances, conditions, events or contingencies known to the Administrative
Agent as of the Reference Date, and for which no Reserves were imposed on the Reference Date, unless such circumstances, conditions,
events or contingencies shall have changed in any material adverse respect since the Reference Date. Notwithstanding any other
provision of this Agreement to the contrary, (a) in no event shall Reserves (or changes in Reserves) with respect to any component
of the Borrowing Base duplicate Reserves or adjustments already accounted for in determining eligibility criteria (including collection
and/or advance rates) and (b) the amount of any such Reserve (or change in Reserve) shall be a reasonable quantification of the
incremental dilution of the Borrowing Base attributable to the relevant contributing factors or shall have a reasonable relationship
to the event, condition or other matter that is the basis for such Reserve or change.


 


“Resolution
Authority” means an EEA Resolution Authority or, with respect to any U.K. Financial Institution, a U.K. Resolution Authority.


 


“Restatement
Agreement” has the meaning set forth in the introductory statement of this Agreement.


 


“Restatement
Effective Date” means April 30, 2020.


 




     


    46 


    

“Restricted
Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any
Equity Interests in the Company or any Consolidated Subsidiary, or any payment (whether in cash, securities or other property),
including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or
termination of any Equity Interests in the Company or any Consolidated Subsidiary; provided that a dividend, distribution
or payment payable solely in Equity Interests (other than Disqualified Equity Interests) in the Company or applicable Consolidated
Subsidiary shall not constitute a Restricted Payment.


 


“Revolving
Commitment” means, with respect to each Revolving Lender, the commitment, if any, of such Revolving Lender to make Revolving
Loans and to acquire participations in Letters of Credit and Protective Advances hereunder, expressed as an amount representing
the maximum aggregate permitted amount of such Revolving Lender’s Revolving Exposure hereunder, as such commitment may be
(a) reduced or increased from time to time pursuant to Section 2.08 and (b) reduced or increased from time to time pursuant to
assignments by or to such Lender pursuant to Section 8.04. The initial amount of each Revolving Lender’s Revolving
Commitment is set forth on Schedule 2.01, or in the Assignment and Assumption pursuant to which such Revolving Lender shall have
assumed its Revolving Commitment, as applicable. The initial amount of the total Revolving Commitments is $1,000,000,000.


 


“Revolving
Exposure” means, with respect to any Revolving Lender at any time, the sum at such time, without duplication, of (a)
the US Dollar Equivalents of the principal amounts of such Revolving Lender’s outstanding Revolving Loans and (b) the US
Dollar Equivalent of the aggregate amount of such Revolving Lender’s LC Exposure and Protective Advance Exposures.


 


“Revolving
Lender” means a Lender with a Revolving Commitment or, if the Revolving Commitments have terminated or expired, a Lender
with Revolving Exposure.


 


“Revolving
Loan” means a Loan made pursuant to Section 2.01(a)(i) or Section 2.01(a)(ii).


 


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


 


“Sanctioned
Country” means any country that is the subject of comprehensive territorial Sanctions (as of the date of this Agreement,
Crimea, Cuba, Iran, North Korea and Syria).


 


“Sanctioned
Person” means at any time (a) any Person named at such time on (i) the SDN List, (ii) the Sanctioned Entities List maintained
by the U.S. Department of State, (iii) the consolidated list of persons, groups and entities subject to European Union financial
sanctions maintained by the European Union External Action Committee, (iv) the Consolidated List of Financial Sanctions Targets
in the UK maintained by Her Majesty’s Treasury of the United Kingdom, (v) the Compendium of United Nations Security Council
Sanctions Lists and (vi) any Sanctions-related list of designated Persons maintained by the Government of Canada pursuant to,
or as described in, any applicable Canadian Economic Sanctions and Export Control Laws, (b) any


 




     


    47 


    

Person located,
organized or resident in a Sanctioned Country, or (c) any Person 50% or more owned by any Person or Persons in (a)(i) of this
definition.


 


“Sanctions”
means any economic or financial sanctions or trade embargoes imposed, administered or enforced by OFAC, the U.S. Department of
State, the European Union, the United Nations Security Council, Her Majesty’s Treasury or the Government of Canada.


 


“Secured
Parties” has the meaning set forth in the Collateral Agreements.


 


“Senior
Notes” means each of (i) the Company’s 6.625% Senior Notes due 2021, (ii) the Company’s 5.625% Senior Notes
due 2022 and (iii) the Company’s 5.625% Senior Notes due 2023, all issued pursuant to the indenture dated as of March 15,
1988, as supplemented by the ninth supplemental indenture dated as of January 30, 2015 among the Company, the guarantors party
thereto and the Bank of New York Mellon Trust Company, as trustee.


 


“Specified
Date” means the date that is 180 days after the Maturity Date.


 


“Specified
Event of Default” means an Event of Default (a) arising under clause (a) of Section 6.01, whether at stated maturity,
upon acceleration or otherwise, (b) arising with respect to any Loan Party under clause (e) of Section 6.01, (c) resulting from
the Company’s failure to comply with Section 5.01(a)(iii) or from any representation or warranty contained in any Borrowing
Base Certificate proving to have been incorrect in any material respect in a manner adverse to the interests of the Lenders when
made or deemed made or (d) resulting from the Company’s failure to comply with Section 5.06 or 5.22.


 


“Specified
OA Payment Obligation Reserves” means, at any time, an amount (to the extent positive) equal to (x) the aggregate amount
owing to Citibank, N.A. and its Affiliates with respect to OA Payment Obligations at such time minus (y) 5% of the Maximum
Borrowing Amount at such time.


 


“Specified
Excess Availability” means, at any time, the sum of (a) Excess Availability at such time, plus (b) Suppressed Availability
at such time.


 


“Specified
Receivables Facility” means any Receivables Facility that meets the following conditions: (a) the Company shall have
determined in good faith that such Receivables Facility (including financing terms, covenants, termination events and other provisions)
is in the aggregate economically fair, reasonable and beneficial to the Company; (b) all sales or other conveyances of Receivables
Facility Assets by the Company or applicable Consolidated Subsidiary to any Receivables Subsidiary are made for fair market value;
(c) the financing terms, covenants, termination events and other provisions thereof shall be on market terms and may include Standard
Receivables Undertakings; (d) the obligations under such Receivables Facility shall not be guaranteed by, or secured by assets
of, the Company or any of its Consolidated Subsidiaries, other than a Receivables Subsidiary (it being agreed that the foregoing
shall not prohibit Standard Receivables Undertakings, or precautionary financing statements or similar filings, in respect of
Receivables Facility Assets); and (e) the aggregate amount of such Receivables Facility, together with all other Specified Receivables
Facilities, shall not


 




     


    48 


    

exceed the
greater of (x) $120,000,000 and (y) 60% of the aggregate Accounts excluded from Eligible Accounts pursuant to clauses (g)(i) and
(l) of the definition thereof.


 


“Spot
Rate” for a currency means the arithmetic average of the spot rates of exchange determined by the Administrative Agent
or the Issuing Bank, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase
by such Person of such currency with another currency through its foreign currency exchange operations in respect of such currency
are then being conducted, at or about such time as the Administrative Agent or the Issuing Bank shall elect after determining
that such rates shall be the basis for determining the Exchange Rate, on such date for the purchase of US Dollars for delivery
two Business Days later; provided that the Administrative Agent or the Issuing Bank may obtain such spot rate from another
financial institution designated by the Administrative Agent or the Issuing Bank if the Person acting in such capacity does not
have as of the date of determination a spot buying rate for any such currency; and provided further that if at the time
of any such determination, for any reason, no such spot rate is being quoted, the Administrative Agent or the Issuing Bank may
use any reasonable method it deems appropriate to determine such rate, and such determination shall be conclusive absent manifest
error.


 


“Standard
Receivables Undertakings” means any Receivables Facility Guarantee and/or any representations, warranties, covenants
and indemnities entered into by the Company or any Consolidated Subsidiary which the Company has determined in good faith to be
customary in a Receivables Facility, including, without limitation, those relating to the servicing of the assets of a Receivables
Subsidiary.


 


“Statutory
Reserve Percentage” means for any day the percentage (expressed as a decimal) that is in effect on such day, as prescribed
by the Board, for determining the maximum reserve requirement for a member bank of the Federal Reserve System for eurocurrency
funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board). Such reserve percentage
shall include those imposed pursuant to such Regulation D. The Statutory Reserve Percentage shall be adjusted automatically
on and as of the effective date of any change in any reserve percentage.


 


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


 


“Subsidiary”
means any subsidiary of the Company.


 


“Subsidiary
Loan Party” means, at any time, any Material Subsidiary that is a party to a Collateral Agreement and has satisfied
the Collateral and Guarantee Requirement at such time. A Consolidated Subsidiary that has satisfied the Collateral


 




     


    49 


    

and Guarantee
Requirement shall cease to be a Subsidiary Loan Party at such time as its Guarantee of the Obligations, and the security interests
in its assets securing the Obligations, in each case under the applicable Collateral Agreement, are released, subject to reinstatement
as a Subsidiary Loan Party if and when it subsequently satisfies the Collateral and Guarantee Requirement.


 


“Supermajority
Lenders” means, at any time, Lenders having Credit Exposures and unused Commitments representing at least 66.7% of the
sum of the Aggregate Credit Exposure and total unused Commitments at such time.


 


“Supported
QFC” has the meaning set forth in Section 8.21.


 


“Suppressed
Availability” means, at any time, an amount, if positive, by which the Borrowing Base at such time exceeds the Aggregate
Commitments at such time; provided that Suppressed Availability at any time shall not exceed 2.5% of the Aggregate Commitments
at such time.


 


“Taxes”
means any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental
Authority, including any interest, additions to tax or penalties applicable thereto.


 


“Term
SOFR” means the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental
Body.


 


“Test
Date” means the date of any Borrowing hereunder (other than a Borrowing made hereunder solely for the purpose of paying
maturing commercial paper of the applicable Borrower) or the date of any issuance, amendment or extension of any Letter of Credit;
provided that any such date shall not be a “Test Date” if, on such date, (a) if both rating agencies shall
have a Credit Rating then in effect, the Credit Ratings are Baa3 and BBB- or better or (b) if only one rating agency shall
have a Credit Rating then in effect, the Credit Rating from such rating agency is Baa3 or BBB- or better.


 


“Test
Period” means, for any date of determination under this Agreement, the then most recently ended period of four consecutive
fiscal quarters of the Company.


 


“Transactions”
means the execution, delivery and performance by each Loan Party of the Loan Documents to which it is to be a party, the borrowing
of Loans, the use of the proceeds thereof and the issuance of Letters of Credit hereunder.


 


“Type”,
when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising
such Borrowing, is determined by reference to CDOR Rate, the LIBO Rate, the Alternate Base Rate or the Canadian Prime Rate.


 


“UCC”
means the Uniform Commercial Code as from time to time in effect in the State of New York; provided, however, that,
at any time, if by reason of mandatory provisions of law, any or all of the perfection or priority of the Secured Parties’
security interest in any item or portion of the Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction
other than the State of New York, the term “UCC” shall mean the Uniform Commercial Code as in effect, at such
time, in such other jurisdiction for purposes of the provisions hereof relating to such perfection or priority and for the purposes
of definitions relating to such provisions.


 




     


    50 


    

“UCP”
means the Uniform Customs and Practice for Documentary Credits (2007 Revision, International Chamber of Commerce Publication No.
600), as from time to time in effect.


 


“U.K.
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 Regulatory 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.


 


“U.K.
Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for
the resolution of any U.K. Financial Institution.


 


“Unfunded
Liabilities” means, with respect to any Plan at any time, the amount (if any) by which (a) the present value of
all benefits under such Plan exceeds (b) the fair market value of all assets of such Plan allocable to such benefits, all
determined as of the then most recent valuation date for such Plan, but only to the extent that such excess represents a
potential liability of the Company or any ERISA Affiliate to the PBGC or any other Person under Title IV of ERISA.


 


“Unrestricted
Subsidiary” means any Subsidiary listed on Schedule 1.01(a) or designated as an Unrestricted Subsidiary in a written
notice sent at any time after the date of this Agreement by the Company to the Administrative Agent which is engaged (a) primarily
in the business of making or discounting loans, making advances, extending credit or providing financial accommodation to, or
purchasing the obligations of, others; (b) primarily in the business of insuring property against loss and subject to regulation
as an insurance company by any Governmental Authority; (c) exclusively in the business of owning or leasing, and operating,
aircraft and/or trucks; (d) primarily in the ownership, management, leasing, development or operation of real estate, other
than parcels of real estate with respect to which 51% or more of the rentable space is used by the Company or a Consolidated Subsidiary
in the normal course of business; or (e) primarily as a carrier transporting goods in both intrastate and interstate commerce;
provided that (i) the Company may by notice to the Administrative Agent change the designation of any Subsidiary described
in subparagraphs (a) through (e) above, but may do so only once during the term of this Agreement, (ii) the designation of
a Subsidiary as an Unrestricted Subsidiary more than 30 days after the creation or acquisition of such Subsidiary where such Subsidiary
was not specifically so designated within such 30 days shall be deemed to be the only permitted change in designation and
(iii) immediately after the Company designates any Subsidiary whether now owned or hereafter acquired or created as an Unrestricted
Subsidiary or changes the designation of a Subsidiary from an Unrestricted Subsidiary to a Consolidated Subsidiary, the Company
and all Consolidated Subsidiaries would be in compliance with all of the provisions of this Agreement.


 


“Upfront
Payments” has the meaning set forth in Section 2.08.


 


“U.S.
Person” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.


 




     


    51 


    

“U.S.
Special Resolution Regime” has the meaning set forth in Section 8.21.


 


“US
Dollar Equivalent” means, on any date of determination, (a) with respect to any amount in US Dollars, such amount and
(b) with respect to any amount in Canadian Dollars, the equivalent in US Dollars of such amount, determined by the Administrative
Agent pursuant to Section 1.05 using the Exchange Rate with respect to such currency at the time in effect for such amount
under the provisions of such Section.


 


“US
Dollars”, “USD” or “$” means the lawful money of the United States of America.


 


“VS
Transaction” means, collectively, the transactions contemplated by the VS Transaction Agreement (including, for the
avoidance of doubt, the transactions contemplated by the Restructuring Plan (as defined in the VS Transaction Agreement)).


 


“VS
Transaction Agreement” means that certain Transaction Agreement dated as of February 20, 2020, between SP VS Buyer LP,
as buyer, and L Brands, Inc., as parent, as in effect on the Restatement Effective Date.


 


“Withdrawal
Liability” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer
Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.


 


“Withholding
Agent” means any Loan Party and the Administrative Agent.


 


“Write-Down
and Conversion Powers” means (a) with respect to any EEA Resolution Authority, the write-down and conversion powers
of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which
write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom,
any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of
a liability of any U.K. Financial Institution or any contract or instrument under which that liability arises, to convert all
or part of that liability into shares, securities or obligations of such Person or any other Person, to provide that any such
contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of
that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.


 


SECTION 1.02.  
Classification of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to
by Class (e.g., a “Revolving Loan”) or by Type (e.g., a “LIBO Rate Loan”) or by Class and
Type (e.g., a “LIBO Rate Revolving Loan”). Borrowings also may be classified and referred to by Class (e.g.,
a “Revolving Borrowing”) or by Type (e.g., a “LIBO Rate Borrowing”) or by Class and Type (e.g.,
a “LIBO Rate Revolving Borrowing”).


 


SECTION 1.03.  
Terms Generally. (a) The definitions of terms herein shall apply equally to the singular and plural forms of the
terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.
The words “include”, “includes” and “including” shall be deemed to


 




     


    52 


    

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 (a) any definition of or reference to any agreement, instrument
or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time
amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set
forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns,
(c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed
to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles,
Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to,
this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and
effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract
rights.


 


(b)  
All terms used in this Agreement which are defined in Article 8 or Article 9 of the UCC and which are not otherwise defined
herein shall have the same meanings herein as set forth therein, provided that terms used herein which are defined in the UCC
on the date hereof shall continue to have the same meaning notwithstanding any replacement or amendment of such statute except
as the Administrative Agent may otherwise determine, and when used to define a category or categories of the Collateral which
is subject to the PPSA, such terms shall include the equivalent category or categories of property set forth in the applicable
PPSA. Notwithstanding the foregoing, and where the context so requires, (i) any term defined in this Agreement by reference to
the “Code”, the “UCC” or the “Uniform Commercial Code” shall also have any extended, alternative
or analogous meaning given to such term in the applicable PPSA, in all cases for the extension, preservation or betterment of
the security and rights of the Collateral, (ii) all references in this Agreement to Article 8 of the UCC shall be deemed to refer
also to applicable Canadian securities transfer laws (including, without limitation, the Securities Transfer Act, 2006
(Ontario)) and (iii) all references in this Agreement to a financing statement, continuation statement, amendment or termination
statement shall be deemed to refer also to the analogous documents used under applicable Canadian personal property security laws,
including, without limitation, where applicable, financing change statements.


 


(c)  
For purposes of any Collateral located in the Province of Quebec or charged by any deed of hypothec (or any other Loan
Document) and for all other purposes pursuant to which the interpretation or construction of a Loan Document may be subject to
the laws of the Province of Quebec or a court or tribunal exercising jurisdiction in the Province of Quebec, (i) “personal
property” shall be deemed to include “movable property”, (ii) “real property” shall be deemed to
include “immovable property”, (iii) “tangible property” shall be deemed to include “corporeal property”,
(iv) “intangible property” shall be deemed to include “incorporeal property”, (v) “security interest”
and “mortgage” shall be deemed to include a “hypothec”, (vi) all references to filing, registering or
recording under the UCC or the PPSA or otherwise shall be deemed to include publication by registration under the Civil Code of
Québec, (vii) all references to “perfection of” or “perfected” Liens shall be deemed to include
a reference to the


 




     


    53 


    

“opposability”
of such Liens to third parties, (viii) any “right of offset”, “right of setoff” or similar expression
shall be deemed to include a “right of compensation”, (ix) “goods” shall be deemed to include “corporeal
movable property” other than chattel paper, documents of title, instruments, money and securities, (x) an “agent”
shall be deemed to include a “mandatary”, (xi) “construction liens” shall be deemed to include “legal
hypothecs in favor of persons having taken part in the construction or renovation of an immovable”, (xii) “joint and
several” shall be deemed to include “solidary”, (xiii) “gross negligence or willful misconduct”
shall be deemed to be “intentional or gross fault”, (xiv) “beneficial ownership” shall be deemed to include
“ownership on behalf of another as mandatary”, (xv) “easement” shall be deemed to include “servitude”,
(xvi) “priority” shall be deemed to include “prior claim” or “ranking”, as applicable, (xvii)
“survey” shall be deemed to include “certificate of location and plan”, (xviii) “state” shall
be deemed to include “province”, (xix) “fee simple title” and “fee interest” shall be deemed
to include “absolute ownership”, (xx) “accounts” shall be deemed to include “claims”, (xxi)
“leasehold interest” shall be deemed to include “rights resulting from a lease”, (xxii) “lease”
shall be deemed to include a “lease” or a “contract of leasing (crédit-bail)”, as applicable, and
(xxiii) “deposit account” shall be deemed to include a “financial account” (within the meaning of Article
2713.6 of the Civil Code of Québec).


 


SECTION 1.04.  
Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature
shall be construed in accordance with GAAP, as in effect from time to time; provided that (a) for purposes of determining
compliance with any provision of this Agreement, accounting for leases shall be made in accordance with GAAP as in effect prior
to January 1, 2019 without giving effect to any change in accounting for leases resulting from Accounting Standards Codification
Topic 842, Leases, (b) all terms of an accounting or financial nature used herein shall be construed, and all computations of
amounts and ratios referred to herein shall be made, without giving effect to any election under Accounting Standards Codification
Topic 825, Financial Instruments, or any successor thereto, to value any Indebtedness of the Company or any Subsidiary at “fair
value”, as defined therein and (c) if the Company notifies the Administrative Agent that the Company requests an amendment
to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof
on the operation of such provision (or if the Administrative Agent notifies the Company that the Required Lenders request an amendment
to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP
or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately
before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance
herewith.


 


SECTION 1.05.  
Exchange Rates. The Administrative Agent shall determine the US Dollar Equivalent of all Borrowings denominated
in Canadian Dollars as of the date of any Borrowing Request, as of the date of the delivery of any Borrowing Base Certificate,
as of the date of each Interest Election Request in respect thereof (or, if an Interest Election Request has not been made within
three months since the last date of determination, the three month anniversary of the last date of determination) and as of any
date determined by the Administrative Agent, in each case using the Exchange Rate


 




     


    54 


    

for such currency
in relation to US Dollars in effect on the date that is two Business Days prior to the applicable date, and each such amount shall,
except as provided in the last sentence of this Section, be the US Dollar Equivalent of such Borrowing until the next required
calculation thereof pursuant to this sentence. The Administrative Agent shall determine the US Dollar Equivalent of all Letters
of Credit denominated in Canadian Dollars as of the date any Letter of Credit is requested pursuant to Section 2.05(b), a request
is made to amend any Letter of Credit to increase its face amount or to extend such Letter of Credit or such Letter of Credit
is paid by the Issuing Bank, as of the date of the delivery of any Borrowing Base Certificate and as of any date determined by
the Administrative Agent, in each case using the Exchange Rate for such currency in relation to US Dollars in effect on the date
that is two Business Days prior to such date, as the case may be, and each such amount shall, except as provided in the last sentence
of this Section, be the US Dollar Equivalent of such Letter of Credit until the next required calculation thereof pursuant to
this sentence. The Administrative Agent shall notify the Company and the Lenders of each calculation of the US Dollar Equivalent
of each Borrowing. Borrowings of the applicable Class denominated in Canadian Dollars will reduce availability for Borrowings
of such Class denominated in US Dollars based on the Exchange Rate with respect to Canadian Dollars at the time in effect for
each such Borrowing. For purposes of (x) determining the Borrowing Base or (y) any dollar basket limitation in Sections 5.08(a)(viii),
(b)(viii) and (ix), Sections 5.10(i), (j) and (k), Sections 5.13(e) and (f) and Section 5.17(a), the amount of any component of
the Borrowing Base or any amount of Indebtedness, Investment, or Lien, applicable, in currencies other than US Dollars shall be
translated into US Dollars at currency exchange rates in effect on the date of such determination, and, solely in the case of
clause (y), such limitation or cap therein shall not be deemed to have been exceeded if such excess amount is solely as a result
of currency fluctuations occurring after the time such Indebtedness, Investment or Lien is incurred or made.


 


SECTION 1.06.  
Letter of Credit Amounts. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall
be deemed to be the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect
to any Letter of Credit that, by its terms or the terms of any letter of credit application or any other document, agreement or
instrument entered into by the applicable Issuing Bank and any Borrower in respect of such Letter of Credit, provides for one
or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum
stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is
in effect at such time.


 


SECTION 1.07.  
Divisions. For all purposes under the Loan Documents, in connection with any division or plan of division under
Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability
of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred
from the original Person to the subsequent Person and (b) if any new Person comes into existence, such new Person shall be deemed
to have been organized and acquired on the first date of its existence by the holders of its Equity Interests at such time.


 




     


    55 


    

SECTION 1.08.  
Interest Rates; LIBOR Notification. The interest rate on a Loan denominated in US Dollars or Canadian Dollars may
be derived from an interest rate benchmark that is, or may in the future become, the subject of regulatory reform. Regulators
have signaled the need to use alternative benchmark reference rates for some of these interest rate benchmarks and, as a result,
such interest rate benchmarks may cease to comply with applicable laws and regulations, may be permanently discontinued and/or
the basis on which they are calculated may change. The London interbank offered rate 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 2017, the U.K. Financial
Conduct Authority 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 Administration, 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 Eurodollar Loans. In light of this eventuality, 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 rate. In the event
that the London interbank offered rate is no longer available or in certain other circumstances as set forth in Section 2.13(b),
such Section 2.13(b) provides a mechanism for determining an alternative rate of interest. The Administrative Agent will promptly
notify the Company, pursuant to Section 2.13(d), of any change to the reference rate upon which the interest rate on Eurodollar
Loans or CDOR Rate 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
rate or other rates in the definition of “LIBO Rate” or “CDOR Rate” or with respect to any alternative
or successor rate thereto, or replacement rate thereof, including whether the composition or characteristics of any such alternative,
successor or replacement reference rate will be similar to, or produce the same value or economic equivalence of, the LIBO Rate
or the CDOR Rate or have the same volume or liquidity as did the LIBO Screen Rate or the CDO Screen Rate prior to its discontinuance
or unavailability.


 


ARTICLE
II


 



The Credits


 


SECTION 2.01.  
Commitments. (a) Subject to the terms and conditions set forth herein, (i) each Revolving Lender agrees to make
Revolving Loans denominated in US Dollars to the Company, BBWC and any Additional Borrower borrowing in US Dollars, (ii) each
Revolving Lender agrees to make Revolving Loans denominated in Canadian Dollars to BBWC and any Additional Borrower borrowing
in Canadian Dollars and (iii) Lenders of any other Class agree to make Loans of such Class to the applicable Borrower in US Dollars
or Canadian Dollars, as applicable, in each case from time to time during the Availability Period in an aggregate principal amount
that (after giving effect to the making of such Loans and any other Loans being made or Letters of Credit being issued on the
same date and any concurrent repayment of Loans and


 




     


    56 


    

reimbursement
of LC Disbursements) will not result in (A) such Lender’s Credit Exposure of the applicable Class exceeding such Lender’s
Commitment of such Class, (B) the total Credit Exposures of the applicable Class exceeding the total Commitments of such Class
or any other limitation set forth in the applicable Incremental Facility Agreement, (C) the Aggregate Credit Exposure exceeding
the Maximum Borrowing Amount and (D) the total Loans denominated in Canadian Dollars exceeding the CAD Sublimit.


 


(b)  
Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay
and reborrow Loans.


 


SECTION 2.02.  
Loans and Borrowings. (a) Each Loan (other than a Protective Advance) shall be made as part of a Borrowing consisting
of Loans of the same Class, Type and currency made by the Lenders ratably in accordance with their respective Commitments of the
applicable Class. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its
obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for
any other Lender’s failure to make Loans as required.


 


(b)  
Subject to Section 2.13, (i) each Borrowing denominated in US Dollars shall be comprised entirely of ABR Loans or
Eurodollar Loans as the applicable Borrowers may request in accordance herewith and (ii) each Borrowing denominated in Canadian
Dollars shall be comprised entirely of Canadian Prime Rate Loans or CDOR Rate Loans as the applicable Borrowers may request in
accordance herewith. Each Protective Advance shall be an ABR Loan. Each Lender at its option may make any Loan or issue any Letter
of Credit by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan or issue such Letter of Credit;
provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loan
in accordance with the terms of this Agreement.


 


(c)  
At the commencement of each Interest Period for any Eurodollar or CDOR Rate Borrowing, such Borrowing shall be in an aggregate
amount that is an integral multiple of $1,000,000 and not less than $5,000,000 (or in the case of Loans denominated in Canadian
Dollars, an integral multiple of CAD1,000,000 and not less than CAD5,000,000). At the time that each ABR or Canadian Prime Rate
Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than
$5,000,000 (or in the case of Loans denominated in Canadian Dollars, an integral multiple of CAD1,000,000 and not less than CAD5,000,000);
provided that (i) an ABR or Canadian Prime Rate Borrowing may be in an aggregate amount that is equal to (A) the lesser
of the entire unused balance of the Commitments of the applicable Class and the amount of Excess Availability, (B) an aggregate
amount that is required to finance the repayment of a Protective Advance as contemplated by Section 2.04(a) or (C) an aggregate
amount that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) or to provide
cash collateral as contemplated by Section 2.19 and (ii) each Protective Advance may be in such principal amount as shall
be determined by the Administrative Agent pursuant to Section 2.04. Borrowings of more than one Class or Type may be


 




     


    57 


    

outstanding
at the same time; provided that there shall not at any time be more than a total of 12 Eurodollar or CDOR Rate Borrowings
outstanding.


 


SECTION 2.03.  
Requests for Borrowings. To request a Borrowing, the applicable Borrower shall notify the Administrative Agent of
such request by telephone (a) in the case of a Eurodollar or CDOR Rate Borrowing, not later than 11:00 a.m., New York City time,
three Business Days before the date of the proposed Borrowing and (b) in the case of an ABR or Canadian Prime Rate Borrowing,
not later than 11:00 a.m., New York City time, on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall
be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing
Request in a form approved by the Administrative Agent and signed by the applicable Borrower. Each such telephonic and written
Borrowing Request shall specify the following information in compliance with Section 2.02:


 


(i)  
the name of the applicable Borrower;


 


(ii)   
whether such Borrowing is to be a Revolving Borrowing or a Borrowing of another Class;


 


(iii)  
the currency in which such Borrowing is to be denominated (which shall be a currency in which the requesting Borrower is
entitled to make Borrowings under this Agreement);


 


(iv)  
the aggregate amount (expressed in the currency in which such Borrowing is to be denominated) of the requested Borrowing;


 


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


 


(vi)  
whether such Borrowing is to be an ABR, Canadian Prime Rate, Eurodollar or CDOR Rate Borrowing;


 


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


 


(viii)  
the location and number of the applicable Borrower’s account to which funds are to be disbursed, which shall comply
with the requirements of Section 2.06.


 


If no election as to the Type
of Borrowing is specified, then the requested Borrowing shall be (i) in the case of a Loan denominated in US Dollars, an ABR Borrowing
and (ii) in the case of a Loan denominated in Canadian Dollars, a Canadian Prime Rate Borrowing. If no Interest Period is specified
with respect to any requested Eurodollar or CDOR Rate Borrowing, then the applicable Borrower shall be deemed to have selected
an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section,
the Administrative Agent shall advise each


 




     


    58 


    

Lender of the details thereof
and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.


 


SECTION 2.04.  
Protective Advances. (a) Subject to the limitations set forth below, the Administrative Agent is authorized by the
Company and the Lenders, from time to time during the Availability Period, in the Administrative Agent’s sole discretion
(but with no obligation), to make Loans in US Dollars to the Company, on behalf of all Lenders, which the Administrative Agent,
in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral or any portion thereof, (ii)
to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations or (iii) to pay any other
amount chargeable to or required to be paid by the Borrowers pursuant to the terms of this Agreement, including payments of reimbursable
expenses (including costs, fees, and expenses described in Section 8.03) and other sums payable under the Loan Documents (any
such Loans are herein referred to as “Protective Advances”); provided that the aggregate principal amount
of Protective Advances outstanding at any time shall not exceed $50,000,000; provided further that the making of any Protective
Advance shall not cause the Aggregate Credit Exposure to exceed the Aggregate Commitments. Protective Advances may be made when
a Default exists or the conditions precedent set forth in Section 4.02 are not otherwise satisfied. The Protective Advances shall
be secured by the Liens created by the Collateral Documents and shall constitute Obligations. The Company shall be required to
repay (or, subject to the satisfaction of the conditions precedent set forth in Section 4.02, refinance with the proceeds
of a Borrowing) each Protective Advance within 45 days after such Protective Advance is made. Without affecting Protective Advances
already made, the Administrative Agent’s authorization to make future Protective Advances may be revoked at any time by
the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative
Agent’s receipt thereof. At any time that there is sufficient Excess Availability and the conditions precedent set forth
in Section 4.02 have been satisfied, the Administrative Agent may request, on behalf of the Company, the Lenders to make ABR Loans
to repay any Protective Advance. At any other time the Administrative Agent may require the Lenders to acquire participations
in any Protective Advance as described in Section 2.04(b).


 


(b)  
The Administrative Agent may by notice given not later than 12:00 noon, New York City time, on any Business Day require
the Lenders to acquire participations on such Business Day in all or a portion of the Protective Advances outstanding. Such notice
shall specify the aggregate principal amount of Protective Advances in which the Lenders will be required to participate and each
Lender’s Applicable Percentage of such Protective Advances. Each Lender hereby absolutely and unconditionally agrees to
pay, promptly upon receipt of notice as provided above (and in any event, if such notice is received by 12:00 noon, New York City
time, on a Business Day, no later than 2:00 p.m., New York City time on such Business Day and if received after 12:00 noon, New
York City time, on a Business Day, no later than 10:00 a.m., New York City time, on the immediately succeeding Business Day),
to the Administrative Agent such Lender’s Applicable Percentage of such Protective Advances. Each Lender acknowledges and
agrees that its obligation to acquire participations in Protective


 




     


    59 


    

Advances pursuant
to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including nonsatisfaction
of any of the conditions precedent set forth in Section 4.02, the occurrence and continuance of a Default or any reduction or
termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction
whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds,
in the same manner as provided in Section 2.06 with respect to Loans made by such Lender (and Section 2.06 shall apply, mutatis
mutandis, to the payment obligations of the Lenders pursuant to this paragraph). Any amounts received by the Administrative Agent
from the Company (or other Person on behalf of the Company) in respect of a Protective Advance after receipt by the Administrative
Agent of the proceeds of a sale of participations therein shall be promptly remitted by the Administrative Agent to the Lenders
that shall have made their payments pursuant to this paragraph to the extent of their interests therein; provided that
any such payment so remitted shall be repaid to the Administrative Agent if and to the extent such payment is required to be refunded
to a Borrower for any reason. The purchase of participations in a Protective Advance pursuant to this paragraph shall not constitute
a Loan and shall not relieve the Company of its obligation to repay such Protective Advance.


 


SECTION 2.05.  
Letters of Credit. (a) General. Subject to the terms and conditions set forth herein, a Borrower may
request the issuance of Letters of Credit of any Class that provides for the issuance of Letters of Credit, in a form reasonably
acceptable to the Administrative Agent and the applicable Issuing Bank, at any time and from time to time during the Availability
Period, which Letter of Credit may be denominated in (x) in the case of the Company and BBWC, US Dollars and (y) in the case of
BBWC, Canadian Dollars. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and
conditions of any form of letter of credit application or other agreement submitted by the applicable Borrower to, or entered
into by the applicable Borrower with, an Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement
shall control. The parties hereto acknowledge and agree that (i) Letters of Credit may be issued to support obligations of Subsidiaries
of the Borrowers as well as the Borrowers; (ii) Letters of Credit issued to support obligations of a Subsidiary may state that
they are issued for such Subsidiary’s account, and the applicable Borrower hereby acknowledges that the issuance of Letters
of Credit for the account of its Subsidiaries inures to the benefit of such Borrower, and that such Borrower’s business
derives substantial benefits from the businesses of such Subsidiaries; and (iii) regardless of any such statement in any Letter
of Credit, the applicable Borrower is the “account party” in respect of all Letters of Credit issued at its
request and will be responsible for reimbursement of LC Disbursements as provided herein. Notwithstanding anything to the contrary
contained in this Agreement, it is understood and agreed that, except as separately agreed between such Issuing Bank and the applicable
Borrower, no Issuing Bank shall have an obligation hereunder to issue any Letter of Credit.


 


(b)  
Notice of Issuance, Amendment, Extension; Certain Conditions. To request the issuance of a Letter of Credit of any
Class (or the amendment or extension of an outstanding Letter of Credit of any Class), the applicable Borrower shall hand deliver
or telecopy (or transmit by electronic communication, if arrangements for doing


 




     


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so have been
approved by the relevant Issuing Bank) to the relevant Issuing Bank and the Administrative Agent (reasonably in advance of the
requested date of issuance, amendment or extension) a notice requesting the issuance of a Letter of Credit of such Class, or identifying
the Letter of Credit of such Class to be amended or extended, and specifying the name of the requesting Borrower, the date of
issuance, amendment or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which
shall comply with paragraph (c) of this Section), the Class and amount of such Letter of Credit, the currency in which such
Letter of Credit shall be denominated (which shall be a currency in which the requesting Borrower is entitled to make Borrowings
of such Class under this Agreement), the name and address of the beneficiary thereof and such other information as shall be necessary
to prepare, amend or extend such Letter of Credit. If requested by the relevant Issuing Bank, the applicable Borrower also shall
submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of
Credit. A Letter of Credit shall be issued, amended or extended only if (and upon issuance, amendment or extension of each Letter
of Credit the applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment
or extension (i) the LC Exposure shall not exceed $100,000,000, (ii) the portion of the LC Exposure attributable to Letters
of Credit issued by an Issuing Bank will not exceed such Issuing Bank’s LC Commitment, (iii) no Lender’s Credit
Exposure of the applicable Class shall exceed its Commitment of such Class, (iv) the total Credit Exposures of the applicable
Class shall not exceed the total Commitments of such Class or any other limitation set forth in the applicable Incremental Facility
Agreement, (v) the Aggregate Credit Exposure shall not exceed the Maximum Borrowing Amount and (vi) the total Credit Exposures
denominated in Canadian Dollars shall not exceed the CAD Sublimit.


 


(c)  
Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the
date one year after the date of the issuance of such Letter of Credit (or, in the case of any extension thereof, one year after
such extension); provided that a Letter of Credit may be subject to customary “evergreen” provisions pursuant
to which the expiration date thereof shall be automatically extended for a period of up to one year (subject to clause (ii) of
this sentence) unless notice to the contrary shall have been given by any Issuing Bank in respect thereof by a specified date,
and (ii) the date that is five Business Days prior to the Maturity Date.


 


(d)  
Participations. By the issuance of a Letter of Credit of any Class (or an amendment to a Letter of Credit of any
Class increasing the amount thereof) and without any further action on the part of the relevant Issuing Bank or the Lenders of
such Class, such Issuing Bank hereby grants to each Lender of such Class, and each Lender of such Class hereby acquires from such
Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Applicable Percentage with respect to such
Class of the aggregate amount available to be drawn under such Letter of Credit, subject to any LC Exposure Reallocation. In consideration
and in furtherance of the foregoing, each Lender of any Class hereby absolutely and unconditionally agrees to pay to the Administrative
Agent, for the account of such Issuing Bank, such Lender’s Applicable Percentage in respect of such Class of each LC Disbursement
made by such Issuing Bank in respect of a Letter of Credit of such Class and not reimbursed by the applicable Borrower on the


 




     


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date due as
provided in paragraph (e) of this Section, or of any reimbursement payment required to be refunded to the applicable Borrower
for any reason, subject to any LC Exposure Reallocation. Each Lender of any applicable Class acknowledges and agrees that its
obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit of such Class is absolute and
unconditional and shall not be affected by any circumstance whatsoever, including any amendment or extension of any such Letter
of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment
shall be made without any offset, abatement, withholding or reduction whatsoever.


 


(e)  
Reimbursement. Upon receipt from the beneficiary of any Letter of Credit of any Class of any notice of a drawing
under such Letter of Credit, the Issuing Bank shall notify the Company, the applicable Borrower and the Administrative Agent thereof.
The applicable Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC
Disbursement in the currency in which such LC Disbursement was made not later than 12:00 noon, New York City time, on the next
Business Day after the date that the applicable Borrower shall have received notice of such LC Disbursement; provided that
the applicable Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03
that such payment be financed with an ABR or Canadian Prime Rate Borrowing of the applicable Class in an equivalent amount, and,
to the extent so financed, the applicable Borrower’s obligation to make such payment shall be discharged and replaced by
the resulting ABR or Canadian Prime Rate Borrowing. If the applicable Borrower fails to make such payment when due, the Administrative
Agent shall notify each Lender of the applicable Class of the applicable LC Disbursement, the payment then due from the applicable
Borrower in respect thereof and such Lender’s Applicable Percentage thereof (subject to any LC Exposure Reallocation). Promptly
following receipt of such notice, each Lender of the applicable Class shall pay to the Administrative Agent its Applicable Percentage
(subject to any LC Exposure Reallocation) of the payment then due from the applicable Borrower, in the same manner as provided
in Section 2.06 with respect to Loans made by such Lender and in the applicable currency (and Section 2.06 shall apply,
mutatis mutandis, to the payment obligations of the Lenders) and within the same timeframe as provided after a request
for a Borrowing in Section 2.03, and the Administrative Agent shall promptly pay such Issuing Bank the amounts so received by
it from the Lenders of such Class. Promptly following receipt by the Administrative Agent of any payment from the applicable Borrower
pursuant to this paragraph, the Administrative Agent shall distribute such payment to such Issuing Bank or, to the extent that
Lenders of the applicable Class have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Lenders
and such Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse such
Issuing Bank for any LC Disbursement (other than the funding of ABR or Canadian Prime Rate Loans as contemplated above) shall
not constitute a Loan and shall not relieve the applicable Borrower of its obligation to reimburse such LC Disbursement.


 


(f)   
Obligations Absolute. The applicable Borrower’s obligation to reimburse LC Disbursements as provided in paragraph (e)
of this Section shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance


 




     


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with the terms
of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of
any Letter of Credit or any other term or provision in this Agreement, (ii) any draft or other document presented under a Letter
of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any
respect, (iii) payment by any Issuing Bank under a Letter of Credit against presentation of a draft or other document that does
not comply with the terms of such Letter of Credit, or (iv) any other event or circumstance whatsoever, whether or not similar
to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or
provide a right of setoff against, the applicable Borrower’s obligations hereunder. Neither the Administrative Agent, the
Lenders nor any Issuing Bank, nor any of their Related Parties, shall have any liability or responsibility by reason of or in
connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective
of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission
or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required
to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the
control of any Issuing Bank; provided that the foregoing shall not be construed to excuse any Issuing Bank from liability
to the applicable Borrower to the extent of any direct damages (as opposed to consequential, special, indirect and punitive damages,
claims in respect of which are hereby waived by the applicable Borrower to the extent permitted by applicable law) suffered by
the applicable Borrower that are caused by such Issuing Bank’s failure to exercise care when determining whether drafts
and other documents presented under a Letter of Credit comply with the terms thereof or such Issuing Bank’s failure to make
an LC Disbursement under a Letter of Credit upon presentation to it of documents strictly complying with such Letter of Credit.
The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of any Issuing Bank
(as finally determined by a court of competent jurisdiction), such Issuing Bank shall be deemed to have exercised care in each
such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with
respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit,
such Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further
investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents
if such documents are not in strict compliance with the terms of such Letter of Credit.


 


(g)  
Disbursement Procedures. Any Issuing Bank shall, within the period of time stipulated by the terms and conditions
of the applicable Letter of Credit, examine all documents purporting to represent a demand for payment under such Letter of Credit.
After such examination, such Issuing Bank shall promptly notify the Administrative Agent and the applicable Borrower by telephone
(confirmed by telecopy) of such demand for payment and whether such Issuing Bank has made or will make an LC Disbursement thereunder;
provided that any failure to give or delay in giving such notice shall not relieve such Borrower of its obligation to reimburse
such Issuing Bank and the applicable Lenders with respect to any such LC Disbursement.


 




     


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(h)  
Interim Interest. If any Issuing Bank shall make any LC Disbursement, then, unless the applicable Borrower shall
reimburse such LC Disbursement in full on the later of (i) the date when such LC Disbursement is made and (ii) the date upon which
such Borrower receives notice of such LC Disbursement pursuant to paragraph (g) above (such later date, the “Interest
Commencement Date”), the unpaid amount thereof shall bear interest, for each day from and including the Interest Commencement
Date to but excluding the date that reimbursement of such LC Disbursement is due pursuant to paragraph (e) of this Section, at
the rate provided in Section 2.12 with respect to (x) in the case of LC Disbursements denominated in US Dollars, ABR Loans
and (y) in the case of LC Disbursements denominated in Canadian Dollars, Canadian Prime Rate Loans, and, if not so reimbursed
on the date due pursuant to paragraph (e) of this Section, then from and including such date so due to but excluding the date
that such Borrower reimburses such LC Disbursement, at the rate provided in Section 2.12(g) with respect to such Loans. Interest
accrued pursuant to this paragraph shall be for the account of such Issuing Bank, except that interest accrued on and after the
date of payment by any Lender pursuant to paragraph (e) of this Section, to reimburse such Issuing Bank shall be for the account
of such Lender to the extent of such payment.


 


(i)  
Replacement of an Issuing Bank. Any Issuing Bank may be replaced at any time by written agreement among the Company
and the successor Issuing Bank. The Company shall notify the Administrative Agent, the replaced Issuing Bank and the Lenders of
any such replacement of any Issuing Bank. At the time any such replacement shall become effective, the applicable Borrowers shall
pay all unpaid fees payable by the applicable Borrowers that have accrued for the account of any replaced Issuing Bank pursuant
to Section 2.11(b). From and after the effective date of any such replacement, (i) the successor Issuing Bank shall have
all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter
and (ii) references herein to the term “Issuing Bank” shall be deemed to refer to such successor or to any
previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the replacement
of any Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have all the rights
and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such replacement,
but shall not be required to issue additional Letters of Credit.


 


(j)  
Cash Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the Company
receives notice from the Administrative Agent or a majority in interest of the Lenders (or, if the maturity of the Loans has been
accelerated, Lenders with LC Exposure representing greater than 50% of the total LC Exposure) demanding the deposit of cash collateral
pursuant to this paragraph, each applicable Borrower shall deposit in an account with the Administrative Agent, in the name of
the Administrative Agent and for the benefit of the Lenders of each applicable Class, an amount in cash equal to the portion of
the LC Exposure attributable to outstanding Letters of Credit of such Class issued for the account of such Borrower as of such
date plus any accrued and unpaid interest thereon, which shall be deposited in the applicable currencies; provided that
the obligation to deposit such cash collateral shall


 




     


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become effective
immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence
of any Event of Default with respect to the Borrowers described in clause (e) of Section 6.01. The applicable Borrower also
shall deposit cash collateral pursuant to this paragraph as and to the extent required by Section 2.19(a). Each such deposit
shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of such Borrower under
this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal,
over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option
and sole discretion of the Administrative Agent and at the applicable Borrower’s risk and expense, such deposits shall not
bear interest. Interest or profits, if any, on such investments shall (i) in the case of cash collateral deposited pursuant to
the first sentence of this Section 2.05(j), accumulate in such account and (ii) in the case of cash collateral deposited
pursuant to Section 2.19(a), be remitted to the applicable Borrower promptly by the Administrative Agent unless an Event
of Default has occurred and is continuing. Cash collateral deposited by any Borrower pursuant to the first sentence of this Section 2.05(j)
(and interest and profits in respect thereof accumulated in such account pursuant to clause (i) of the preceding sentence) shall
be applied by the Administrative Agent to reimburse any Issuing Bank for LC Disbursements in respect of Letters of Credit of the
applicable Class issued for the account of such Borrower for which it has not been reimbursed and, to the extent not so applied,
shall be held for the satisfaction of the reimbursement obligations of such Borrower for the LC Exposure relating to Letters of
Credit of such Class issued for the account of such Borrower that are outstanding at such time or, if the maturity of the Loans
has been accelerated (but subject to the consent of Lenders with LC Exposure representing greater than 50% of the total LC Exposure
and, in the case of cash collateral required by Section 2.19(a), the consent of the Issuing Banks with outstanding Letters
of Credit), be applied to satisfy other obligations of such Borrower under this Agreement. Cash collateral deposited pursuant
to Section 2.19(a) in respect of any Lender that is a Defaulting Lender shall be applied by the Administrative Agent to such
Defaulting Lender’s Applicable Percentage in respect of the applicable Class of any LC Disbursements of such Class for which
it has not been reimbursed. If any Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence
of an Event of Default or pursuant to Section 2.19(a), such amount (to the extent not applied as aforesaid) shall be returned
to such Borrower within three Business Days after all Events of Default have been cured or waived or such amount is no longer
required in order to comply with Section 2.19(a) (and no Event of Default has occurred and is continuing), as applicable.


 


(k)  
Applicability of ISP and UCP; Limitation of Liability. Unless otherwise expressly agreed by the applicable Issuing
Bank when a Letter of Credit is issued (i) the rules of the ISP shall apply to each Letter of Credit that is a standby Letter
of Credit, and (ii) the rules of the UCP shall apply to each Letter of Credit that is a commercial Letter of Credit. Notwithstanding
the foregoing, the applicable Issuing Bank shall not be responsible to any Borrower for, and the Issuing Bank’s rights and
remedies against the Borrowers shall not be impaired by, any action or inaction of such Issuing Bank with respect to its obligations
under a Letter of Credit expressly required under any


 




     


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law, order,
or practice that is expressly required to be applied to such Letter of Credit, including the law of a jurisdiction, or any order
of a Governmental Authority of a jurisdiction, where the Issuing Bank or the beneficiary of such Letter of Credit is located,
the practice stated in the ISP or UCP, as applicable, or, unless expressly provided otherwise by the terms of such Letter of Credit,
the decisions, opinions, practice statements, or official commentary of the ICC Banking Commission, the Bankers Association for
Finance and Trade (BAFT), or the Institute of International Banking Law & Practice applicable to letters of credit of the
same type as such Letter of Credit, whether or not any Letter of Credit expressly provides that it is governed by such law or
practice.


 


SECTION 2.06.  
Funding of Borrowings. (a) Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof
by wire transfer of immediately available funds (i) in the case of CDOR Rate Loans and ABR Loans by 12:00 noon, New York City
time, (ii) in the case of Eurodollar Loans by 12:00 noon, London time and (iii) in the case of Canadian Prime Rate loans, 3:00
p.m., New York City time, to the account of the Administrative Agent most recently designated by it for such purpose by notice
to the Lenders; provided that Protective Advances shall be made as provided in Section 2.04. The Administrative Agent will
make such Loans available to the applicable Borrower by promptly crediting the amounts so received, in like funds, to an account
of the applicable Borrower maintained with the Administrative Agent in New York City and designated by the applicable Borrower
in the applicable Borrowing Request; provided that (i) ABR or Canadian Prime Rate Loans made to finance (A) the repayment
of a Protective Advance as provided in Section 2.04(a) shall be applied by the Administrative Agent for such purpose and (B) the
reimbursement of an LC Disbursement as provided in Section 2.05(e) shall be remitted by the Administrative Agent to the applicable
Issuing Bank and (ii) the proceeds of any Protective Advance shall be retained by the Administrative Agent and applied, on behalf
of the Company, for the purpose for which such Protective Advance has been made.


 


(b)  
Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing (or,
in the case of a Borrowing that is being made on same-day notice, prior to the time at which such Borrowing is required to be
funded) that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the
Administrative Agent may assume that such Lender has made such share available on such date in accordance with paragraph (a) of
this Section and may, in reliance upon such assumption, make available to the applicable Borrower a corresponding amount. In such
event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the
applicable Lender and the applicable Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding
amount with interest thereon, for each day from and including the date such amount is made available to the applicable Borrower
to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater of (A) (x) the
Federal Funds Effective Rate in the case of Loans denominated in US Dollars and (y) the rate reasonably determined by the Administrative
Agent to be the cost of funding such amount, in the case of Loans denominated in Canadian Dollars and (B) a rate determined by
the Administrative Agent


 




     


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in accordance
with banking industry rules on interbank compensation or (ii) in the case of the applicable Borrower, the greater of the interest
rate applicable to the Loans of the other Lenders included in the applicable Borrowing and a rate determined by the Administrative
Agent to equal its cost of funds for funding such amount. If such Lender pays such amount to the Administrative Agent, then such
amount shall constitute such Lender’s Loan included in such Borrowing.


 


SECTION 2.07.  
Interest Elections. (a) Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request
and, in the case of a Eurodollar or CDOR Rate Borrowing, shall have an initial Interest Period as specified in such Borrowing
Request. Thereafter, the applicable Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing
and, in the case of a Eurodollar or CDOR Rate Borrowing, may elect Interest Periods therefor, all as provided in this Section.
The applicable Borrower may elect different options with respect to different portions of the affected Borrowing, in which case
each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising
each such portion shall be considered a separate Borrowing. This Section shall not apply to Protective Advances, which may not
be converted or continued.


 


(b)  
To make an election pursuant to this Section, the applicable Borrower shall notify the Administrative Agent of such election
by telephone by the time that a Borrowing Request would be required under Section 2.03 if such Borrower were requesting a
Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such telephonic Interest
Election Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent
of a written Interest Election Request in a form approved by the Administrative Agent and signed by the applicable Borrower. Notwithstanding
any other provision of this Section, no Borrower may (i) change the currency of any Borrowing or (ii) elect an Interest Period
that does not comply with Section 2.03.


 


(c)  
Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.03:


 


(i)  
the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect
to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information
to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);


 


(ii)   
the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;


 


(iii)  
whether the resulting Borrowing is to be an ABR or Canadian Prime Rate Borrowing or a Eurodollar or CDOR Rate Borrowing;
and


 




     


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(iv)  
if the resulting Borrowing is to be a Eurodollar or CDOR Rate Borrowing, the Interest Period to be applicable thereto after
giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”.


 


If any such Interest Election
Request requests a Eurodollar or CDOR Rate Borrowing but does not specify an Interest Period, then the applicable Borrower shall
be deemed to have selected an Interest Period of one month’s duration.


 


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


 


(e)  
If the applicable Borrower fails to deliver a timely Interest Election Request with respect to a Eurodollar or CDOR Rate
Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein,
at the end of such Interest Period such Borrowing shall be converted to (x) in the case of a Loan denominated in US Dollars, an
ABR Borrowing and (y) in the case of a Loan denominated in Canadian Dollars, a Canadian Prime Rate Borrowing.


 


SECTION 2.08.  
Termination, Reduction and Increase of Commitments; Incremental Revolving Commitments. (a)  (i) Upon consummation
of the VS Transaction, the Commitments shall be automatically reduced on a ratable basis by an aggregate amount equal to $200,000,000
and (ii) unless previously terminated, the Commitments shall terminate on the Maturity Date.


 


(b)  
The Company may at any time terminate, or from time to time reduce, the Commitments of any Class; provided that
(i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and not
less than $5,000,000 or, in each case, the US Dollar Equivalent thereof at any such time, (ii) the Company shall not terminate
or reduce the Revolving Commitments or the Commitments of any other Class if after giving effect to any concurrent prepayment
of the Loans or Protective Advances in accordance with Section 2.10 and, if applicable, reimbursement of LC Disbursements in accordance
with Section 2.05(e), (A) the total Revolving Exposures or total Credit Exposures of any other Class, as applicable, would
exceed the total Revolving Commitments or the total Commitments of such Class, as applicable, or (B) the Aggregate Credit Exposure
would exceed the Maximum Borrowing Amount and (iii) the Company shall not terminate or reduce the Commitments if, after giving
effect to any concurrent prepayment of the Loans in accordance with Section 2.10 and, if applicable, reimbursement of LC
Disbursements in accordance with Section 2.05(e), the Aggregate Credit Exposure would exceed the Aggregate Commitments.


 


(c)  
The Company shall notify the Administrative Agent of any election to terminate or reduce the Commitments of any Class under
paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction,
specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall
advise the Lenders of the contents


 




     


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thereof. Each
notice delivered by the Company pursuant to this Section shall be irrevocable; provided that a notice of termination of
the Commitments of any Class delivered by the Company may state that such notice is conditioned upon the effectiveness of other
credit facilities, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior
to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class
shall be permanent. Each reduction of the Commitments of any Class (other than a termination of the Commitment of a Defaulting
Lender pursuant to Section 2.18(c)) shall be made ratably among the Lenders in accordance with their respective Commitments
of such Class.


 


(d)  
So long as no Event of Default is continuing or would result therefrom, the Company may, by written notice to the Administrative
Agent, executed by the Company and one or more financial institutions (any such financial institution referred to in this Section
being called an “Increasing Lender”), which may include any Lender, as such Lender elects or declines in its
sole discretion, cause Commitments of the Increasing Lenders of any Class to become effective (or, in the case of an Increasing
Lender that is an existing Lender, cause its Commitment in respect of any Class to be increased, as the case may be) in an amount
for each Increasing Lender set forth in such notice; provided that (i) the aggregate amount of all Commitments hereunder,
after giving effect to new Commitments, increases in existing Commitments pursuant to this paragraph and all Incremental Revolving
Commitments, shall not exceed (x) prior to the consummation of the VS Transaction, $1,250,000,000 and (y) following the consummation
of the VS Transaction, $1,000,000,000, (ii) each Increasing Lender, if not already a Lender hereunder, shall be subject to the
approval of the Administrative Agent (which approval shall not be unreasonably withheld) and (iii) each Increasing Lender, if
not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent
a duly executed accession agreement in a form reasonably satisfactory to the Administrative Agent and the Company. New Commitments
and increases in Commitments pursuant to this Section shall become effective on the date specified in the applicable notices delivered
pursuant to this Section. Following any extension of a new Commitment in respect of any Class or increase of a Lender’s
Commitment in respect of any Class pursuant to this paragraph, any Loans of such Class outstanding prior to the effectiveness
of such increase or extension shall continue outstanding until the ends of the respective Interest Periods applicable thereto,
and shall then be repaid or refinanced with new Loans of such Class made pursuant to Section 2.01. Following any increase
in the Commitments of any Class pursuant to this paragraph, the Company will use its reasonable best efforts to ensure that, to
the extent there are outstanding Loans of such Class, each Lender’s outstanding Loans of such Class will be in accordance
with such Lender’s pro rata portion of the Commitments of such Class.


 


(e)  
In addition, so long as no Event of Default is continuing or would result therefrom, the Company may on one or more occasions,
by written notice to the Administrative Agent, request the establishment of Incremental Revolving Commitments; provided
that (i) Incremental Revolving Loans are to be denominated only in US Dollars and Canadian Dollars, (ii) the aggregate amount
of all the Incremental


 




     


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Revolving Commitments
then being requested shall not be less than $25,000,000 or the US Dollar Equivalent thereof at any such time and (iii) the aggregate
amount of all Commitments hereunder, after giving effect to new Commitments pursuant to this paragraph and the immediately preceding
paragraph (and any concurrent reduction in any Class of Commitments pursuant to Section 2.08(b)), shall not exceed (x) prior to
the consummation of the VS Transaction, $1,250,000,000 and (y) following the consummation of the VS Transaction, $1,000,000,000.
Each such notice shall specify (A) the date on which the Company proposes that the Incremental Revolving Commitments shall be
effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative
Agent, (B) the amount of the Incremental Revolving Commitments being requested and (C) the Borrower(s) or Additional Borrower(s),
as applicable (it being agreed that (x) any Lender approached to provide any Incremental Revolving Commitment may elect or decline,
in its sole discretion, to provide such Incremental Revolving Commitment and (y) any Person that the Company proposes to become
an Incremental Lender, if such Person is not then a Lender, must be an Eligible Assignee and must be approved by the Administrative
Agent and each Issuing Bank in respect of the Class of such Incremental Revolving Commitments (such approvals not to be unreasonably
withheld)).


 


(f)   
The Incremental Revolving Commitments shall be effected pursuant to one or more Incremental Facility Agreements executed
and delivered by the Company, each Incremental Lender providing such Incremental Revolving Commitments, each Issuing Bank designated
therein to issue Letters of Credit under such Incremental Revolving Commitments and the Administrative Agent. Each Incremental
Facility Agreement may, without the consent of any Revolving Lender, effect such amendments to this Agreement and the other Loan
Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to give effect to the provisions of
this Section with respect to the Incremental Revolving Commitments. The Incremental Revolving Loans will have terms and conditions
substantially identical to the Revolving Loans (other than with respect to pricing and maturity) and will otherwise be on terms
and subject to conditions reasonably satisfactory to the Administrative Agent.


 


(g)  
Each Incremental Facility Agreement shall specify the terms of the Incremental Revolving Loans to be made thereunder; provided
that without the prior written consent of Lenders holding a majority in aggregate principal amount of then outstanding Loans,
(i) the Incremental Revolving Loans shall mature no earlier than (and shall not require any mandatory commitment reductions prior
to) the Maturity Date, (ii) the Incremental Revolving Loans shall constitute a separate tranche of Loans (which, at the Company’s
option, may be part of a tranche of “first in, last out” term loans or revolving commitments subject to customary
terms and conditions reasonably satisfactory to the Administrative Agent) and (iii) if the interest rate spread applicable to
any Incremental Revolving Loans denominated in US Dollars (which, for this purpose, shall be deemed to include all upfront or
similar fees and any pricing “floor” applicable to the Incremental Revolving Loans, but excluding any underwriting,
arrangement, structuring or similar fees that are not generally shared with the Lenders (collectively, “Upfront Payments”),
in each case paid to the Incremental Lenders in respect of the Incremental Revolving Commitments) exceeds (x) in cases other than
in respect of “first


 




     


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in, last out”
facilities, the interest rate spread applicable to Loans of another Class denominated in US Dollars (taking into account any Upfront
Payments paid in respect of Loans of such other Classes) by more than 0.50%, then the interest rate spread applicable to the Loans
of such other Class denominated in US Dollars shall be increased so it equals the interest rate applicable to such Incremental
Revolving Loans less 0.50% and (y) in the case of any “first in, last out” facility, the interest rate spread exceeds
the interest rate spread applicable to Loans of another Class denominated in US Dollars (taking into account any Upfront Payments
paid in respect of Loans of such other Classes) by more than 1.50%, then the interest rate spread applicable to the Loans of such
other Class denominated in US Dollars shall be increased so it equals the interest rate applicable to such “first in, last
out” facility less 1.50%.


 


SECTION 2.09.  
Repayment of Loans; Evidence of Indebtedness. (a) The applicable Borrower hereby unconditionally promises
to pay (i) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Revolving Loan
on the Maturity Date and (ii) to the Administrative Agent the then unpaid principal amount of each Protective Advance on the earlier
of the Maturity Date and demand by the Administrative Agent in respect of such Protective Advance.


 


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


 


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


 


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


 


(e)  
Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the applicable Borrower
shall prepare, execute and deliver to such Lender a promissory note payable to such Lender (and its registered assigns) and in
a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall
at all times (including after assignment pursuant to Section 8.04) be represented by one or more promissory notes in such
form payable to the payee named therein (and its registered assigns).


 




     


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(f)   
On each Business Day while a Cash Dominion Period is in effect, the Administrative Agent shall apply any and all funds
credited to the ABL Collection Account on such Business Day or the immediately preceding Business Day (in the Permitted Discretion
of the Administrative Agent), first, to prepay any Protective Advances that may be outstanding, second, to prepay the Borrowings
and unreimbursed LC Disbursements and, third, to cash collateralize outstanding LC Exposure in the manner provided in Section
2.05(j) (to the extent such LC Exposure shall not have been theretofore cash collateralized in accordance with such Section).
The Borrowers hereby direct the Administrative Agent to apply the funds credited to the ABL Collection Account as set forth above
and authorize the Administrative Agent to determine the order of application of such funds as among the individual Protective
Advances or Borrowings and unreimbursed LC Disbursements. Each prepayment of a Borrowing shall be applied ratably to the Loans
included in such Borrowing. For the avoidance of doubt, funds used to prepay Borrowings or unreimbursed LC Disbursements may be
reborrowed, subject to the terms and conditions set forth herein.


 


SECTION 2.10.  
Prepayment of Loans. (a)  The Borrowers shall have the right at any time and from time to time to prepay
any Borrowing in whole or in part, subject to prior notice in accordance with paragraph (c) of this Section. In the event and
on such occasion that (i) the total Revolving Exposures exceeds the total Revolving Commitments, (ii) the total Credit Exposures
of any other Class exceeds the total Commitments of such Class or (iii) the Aggregate Credit Exposure exceeds the lesser of (A)
the sum of (1) the Borrowing Base then in effect and (2) the Protective Advance Exposures and (B) the Aggregate Commitments then
in effect, the Company shall, on the third Business Day after notice thereof from the Administrative Agent has been delivered
to the Company, first, prepay any Protective Advances that may be outstanding and, second, prepay such outstanding Borrowing or
Borrowings of the applicable Class as the Company may elect in an aggregate amount equal to the amount of such excess; provided
that if the total Credit Exposures of any Class exceeds the total Commitments of such Class solely as a result of currency
fluctuations, the Company shall not be required to prepay the excess until such time as the total Credit Exposures of such Class
exceeds 105% of the total Commitments of such Class, in which case such excess shall be paid on the third Business Day after notice
from the Administrative Agent is delivered to the Company.


 


(b)  
At any time when the Aggregate Credit Exposure is greater than zero and the Consolidated Cash Balance exceeds $350,000,000,
the Company shall, within three Business Days, use the amount of such excess, first, to prepay any Protective Advances that may
be outstanding, second, to prepay the Borrowings and unreimbursed LC Disbursements and, third, to cash collateralize outstanding
LC Exposure in the manner provided in Section 2.05(j) (to the extent such LC Exposure shall not have been theretofore cash collateralized
in accordance with such Section). Each prepayment pursuant to this Section 2.10(b) shall be accompanied by accrued and unpaid
interest on the amount prepaid to the date of such prepayment.


 


(c)  
The applicable Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment hereunder
(i) in the case of


 




     


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prepayment
of a Eurodollar or CDOR Rate Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of prepayment
and (ii) in the case of prepayment of an ABR or Canadian Prime Rate Borrowing, not later than 11:00 a.m., New York City time,
on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount
of each Borrowing or portion thereof to be prepaid and the applicable currency of such Borrowing; provided that, if a notice
of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08,
then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08. Promptly
following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the participating Lenders
of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of
an advance of a Borrowing of the same Class and Type as provided in Section 2.02. Each prepayment of a Borrowing (other than
a prepayment of the Loans of a Defaulting Lender pursuant to Section 2.18(c)) shall be applied ratably to the Loans included
in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.12.


 


SECTION 2.11.  
Fees. (a)  The Company agrees to pay to the Administrative Agent for the account of each Lender a commitment
fee in US Dollars, which shall accrue at the Applicable Rate on the daily unused amount of the Commitment of such Lender during
the period from and including the Restatement Effective Date to but excluding the date on which such Commitment terminates. Accrued
commitment fees shall be payable in arrears on the last day of March, June, September and December of each year and on the Maturity
Date, commencing on the first such date to occur after the date hereof. All commitment fees shall be computed on the basis of
a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last
day). For purposes of computing commitment fees, the Commitment of a Lender shall be deemed to be used to the extent of the outstanding
Loans and LC Exposure of such Lender (and the Protective Advance Exposures of such Lender shall constitute unused Commitments
for such purpose).


 


(b)  
Each Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender of any Class a participation
fee with respect to its participations in Letters of Credit of such Class issued for the account of such Borrower, which shall
accrue at the Applicable Rate on the daily amount of the LC Exposure of such Class (excluding any portion thereof attributable
to unreimbursed LC Disbursements of such Class) during the period from and including the Restatement Effective Date to but excluding
the later of the date on which such Lender’s Commitment of such Class terminates and the date on which such Lender ceases
to have any LC Exposure of such Class, and (ii) to the relevant Issuing Bank a fronting fee, which shall accrue at the rate or
rates per annum separately agreed upon between the applicable Borrower and such Issuing Bank on the daily amount of the portion
of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to outstanding Letters
of Credit issued by such Issuing Bank for the account of such Borrower during the period from and including the Restatement Effective
Date to but excluding the later of the date of termination of the Commitments and the date on which


 




     


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there ceases
to be any LC Exposure in respect of Letters of Credit issued for the account of such Borrower, as well as such Issuing Bank’s
standard fees with respect to the issuance, amendment or extension of any Letter of Credit or processing of drawings thereunder.
Participation and fronting fees accrued through and including the last day of March, June, September and December of each year
shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the Restatement
Effective Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any such
fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable by any Borrower
to any Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation and fronting fees
shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the
first day but excluding the last day). In addition to the fees referred to above, each Issuing Bank (i) may collect customary
drawing fees from beneficiaries of Letters of Credit issued by it and (ii) may require that Letters of Credit issued by it contain
customary provisions for such drawing fees.


 


(c)  
The Company agrees to pay to the Administrative Agent, for its own account and for the account of the initial Lenders,
fees in the amounts and at the times separately agreed upon between the Company and the Administrative Agent.


 


(d)  
All fees payable by the Borrowers hereunder shall be paid in US Dollars on the dates due, in immediately available funds,
to the Administrative Agent (or to the relevant Issuing Bank, in the case of fees payable by the Borrowers to it) for distribution
to the parties entitled thereto. Fees paid by the Borrowers shall not be refundable under any circumstances.


 


SECTION 2.12.  
Interest. (a)  The Loans comprising each ABR Borrowing and each Protective Advance shall bear interest
at the Alternate Base Rate plus the Applicable Rate.


 


(b)  
The Loans comprising each Canadian Prime Rate Borrowing shall bear interest at the Canadian Prime Rate plus the Applicable
Rate.


 


(c)  
The Loans comprising each CDOR Rate Borrowing shall bear interest at the CDOR Rate for the Interest Period in effect for
such Borrowing plus the Applicable Rate.


 


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


 


(e)  
[Reserved.]


 


(f)   
[Reserved.]


 


(g)  
Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by the applicable
Borrower hereunder is not


 




     


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paid when due,
whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment,
at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2% plus the rate otherwise applicable to such Loan
as provided in the preceding paragraphs of this Section or (ii) in the case of any other amount, 2% plus the rate applicable to
ABR Loans as provided in paragraph (a) of this Section.


 


(h)  
(i) For so long as any Lender maintains reserves against “Eurocurrency liabilities” (or any other category
of liabilities which includes deposits by reference to which the interest rate on Eurodollar Loans is determined or any category
of extensions of credit or other assets which includes loans by a non-United States office of any Lender to United States residents),
and as a result the cost to such Lender (or its lending office for Eurodollar Loans) of making or maintaining its Eurodollar Loans
is increased, then such Lender may require the applicable Borrower to pay, contemporaneously with each payment of interest on
any Eurodollar Loan of such Lender, additional interest on such Eurodollar Loan for the Interest Period of such Eurodollar Loan
at a rate per annum up to but not exceeding the excess of (A) (x) the applicable LIBO Rate divided by (y) one minus the Statutory
Reserve Percentage over (B) the rate specified in the preceding clause (x).


 


(ii)   
Any Lender wishing to require payment of additional interest (x) shall so notify the applicable Borrower and the Administrative
Agent, in which case such additional interest on the Eurodollar Loans of such Lender shall be payable to such Lender at the place
indicated in such notice with respect to each Interest Period commencing at least three Business Days after the giving of such
notice and (y) shall furnish to the applicable Borrower at least five Business Days prior to each date on which interest
is payable on the Eurodollar Loans an officer’s certificate setting forth the amount to which such Lender is then entitled
under this Section (which shall be consistent with such Lender’s good-faith estimate of the level at which the related reserves
are maintained by it). Each such certificate shall be accompanied by such information as the applicable Borrower may reasonably
request as to the computation set forth therein.


 


(i)  
Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and, in the case
of a Revolving Loan or a Protective Advance, upon termination of the Commitments; provided that (i) interest accrued pursuant
to paragraph (g) of this Section and interest accrued on any Protective Advance shall be payable on demand, (ii) in the event
of any repayment or prepayment of any Loan (other than a prepayment of an ABR or Canadian Prime Rate Loan prior to the end of
the Availability Period), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment
or prepayment and (iii) in the event of any conversion of any Eurodollar or CDOR Rate Loan prior to the end of the current Interest
Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.


 


(j)  
All interest hereunder shall be computed on the basis of a year of 360 days, except that (i) interest computed by reference
to the Alternate Base Rate at


 




     


    75 


    

times when
the Alternate Base Rate is based on the Prime Rate and (ii) interest on Borrowings denominated in Canadian Dollars shall each
be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual
number of days elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate, Canadian Prime
Rate, CDOR Rate or LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent
manifest error.


 


(k)  
For purposes of disclosure pursuant to the Interest Act (Canada), the annual rates of interest or fees to which
the rates of interest or fees provided in this Agreement and the other Loan Documents (and stated herein or therein, as applicable,
to be computed on the basis of 360 days or any other period of time less than a calendar year) are equivalent are the rates so
determined multiplied by the actual number of days in the applicable calendar year and divided by 360 or such other period of
time, respectively.


 


(l)  
If any provision of this Agreement or of any of the other Loan Documents would obligate any Canadian Loan Party to make
any payment of interest or other amount payable to the Lenders in an amount or calculated at a rate which would be prohibited
by law or would result in a receipt by the Lenders of interest at a criminal rate (as such terms are construed under the Criminal
Code (Canada)) then, notwithstanding such provisions, such amount or rate shall be deemed to have been adjusted with retroactive
effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law or so result in a receipt
by the Lenders of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (1) firstly,
by reducing the amount or rate of interest required to be paid to the Lenders under this Section, and (2) thereafter, by reducing
any fees, commissions, premiums and other amounts required to be paid to the Lenders which would constitute “interest”
for purposes of Section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all
adjustments contemplated thereby, if the Lenders shall have received an amount in excess of the maximum permitted by that section
of the Criminal Code (Canada), the Canadian Loan Parties shall be entitled, by notice in writing to the Administrative
Agent, to obtain reimbursement from the Lenders in an amount equal to such excess and, pending such reimbursement, such amount
shall be deemed to be an amount payable by the Lenders to the Borrower. Any amount or rate of interest referred to in this Section
shall be determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest
over the term that the applicable Loan remains outstanding on the assumption that any charges, fees or expenses that fall within
the meaning of “interest” (as defined in the Criminal Code (Canada)) shall, if they relate to a specific period
of time, be pro-rated over that period of time and otherwise be pro-rated over the period from the closing date to the Maturity
Date and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by the Administrative
Agent shall be conclusive for the purposes of such determination.


 


SECTION 2.13.  
Alternate Rate of Interest. (a)  If prior to the commencement of any Interest Period for a Eurodollar
or CDOR Rate Borrowing:


 




     


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(i)  
the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable
means do not exist for ascertaining the CDOR Rate, Adjusted LIBO Rate or LIBO Rate (including because the LIBO Screen Rate or
the CDO Screen Rate is not available or published on a current basis) for such Interest Period; or


 


(ii)   
the Administrative Agent is advised by Lenders holding a majority of the Commitments that the CDOR Rate, Adjusted LIBO
Rate or LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making
or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period;


 


then the Administrative Agent
shall give notice thereof to the Company and the Lenders by telephone or telecopy as promptly as practicable thereafter, but not
later than 10:00 a.m. (London time, or in the case of a CDOR Rate Borrowing, New York City time) on the first day of such
Interest Period, and, until the Administrative Agent notifies the Company and the Lenders that the circumstances giving rise to
such notice no longer exist, (A) any Interest Election Request that requests the conversion of any Borrowing to, or continuation
of any Borrowing as, an affected Eurodollar or CDOR Rate Borrowing shall be ineffective, (B) any affected Eurodollar Borrowing
that is requested to be continued shall be converted to an ABR Borrowing on the last day of the Interest Period applicable thereto,
(C) any affected CDOR Rate Borrowing that is requested to be continued shall be converted to a Canadian Prime Rate Borrowing on
the last day of the Interest Period applicable thereto and (D) if any Borrowing Request requests an affected Eurodollar or CDOR
Rate Borrowing, then, unless the applicable Borrower notifies the Administrative Agent by 2:00 p.m. (London time, or in the case
of a CDOR Rate Borrowing, New York City time) on the date of such Borrowing that it elects not to borrow on such date, such Borrowing
shall (1) in the case of a Borrowing denominated in US Dollars, be deemed a request for an ABR Borrowing or (2) in the case of
a Borrowing denominated in Canadian Dollars, be deemed a request for a Canadian Prime Rate Borrowing.


 


(b)  
If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that
(i) the circumstances set forth in paragraph (a)(i) of this Section have arisen (including because the CDO Screen Rate or LIBO
Screen Rate is not available or published on a current basis) and such circumstances are unlikely to be temporary or (ii) the
circumstances set forth in paragraph (a)(i) of this Section have not arisen but either (A) the supervisor for the administrator
of the CDO Screen Rate or LIBO Screen Rate has made a public statement that the administrator of the CDO Screen Rate or LIBO Screen
Rate, as applicable, is insolvent (and there is no successor administrator that will continue publication of the CDO Screen Rate
or LIBO Screen Rate, as applicable), (B) the supervisor for the administrator or the administrator of the CDO Screen Rate or LIBO
Screen Rate has made a public statement identifying a specific date after which the CDO Screen Rate or LIBO Screen Rate, as applicable,
will permanently or indefinitely cease to be published (and there is no successor administrator that will continue publication
of the CDO Screen Rate or LIBO Screen Rate, as applicable) or (C) the supervisor for the administrator of


 




     


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the CDO Screen
Rate or LIBO Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement
identifying a specific date after which the CDO Screen Rate or LIBO Screen Rate, as applicable, may no longer be used for determining
interest rates for loans denominated in the applicable currency, then the Administrative Agent and the Company shall endeavor
in good faith to establish an alternate rate of interest to the CDOR Rate or LIBO Rate, as the case may be, that gives due consideration
to the then prevailing market convention in the United States for determining a rate of interest for syndicated loans denominated
in the applicable currency at such time, and the Administrative Agent and the Company shall enter into an amendment to this Agreement
to reflect such alternate rate of interest, any adjusted margins and such other related changes to this Agreement as may be applicable
(it being understood that such amendment shall not reduce the Applicable Rate); provided that if such alternate rate of
interest shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement. Notwithstanding anything
to the contrary in Section 8.02 or Section 8.02A, such amendment shall become effective without any further action or consent
of any other party to this Agreement so long as the Administrative Agent shall not have received, within five Business Days of
the date a copy of such amendment is provided to the Lenders, a written notice from the Required Lenders stating that the Required
Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this paragraph (b)
(but, in the case of the circumstances described in clause (ii)(A), (ii)(B) or (ii)(C) of the first sentence of this paragraph
(b), only to the extent the CDO Screen Rate or LIBO Screen Rate, as applicable, for such Interest Period is not available or published
at such time on a current basis or such rate is not permitted to be used for determining interest rates for loans, as applicable),
clauses (A) through (C) of paragraph (a) of this Section shall be applicable.


 


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 (except any such reserve requirement reflected in the Statutory Reserve
Percentage) or any Issuing Bank; or


 


(ii)   
impose on any Lender or any Issuing Bank or the London or Canadian interbank market any other condition affecting this
Agreement or Eurodollar or CDOR Rate Loans made by such Lender or any Letter of Credit or participation therein (other than an
imposition or change in Indemnified Taxes, Other Taxes or Excluded Taxes, or any Change in Law relating to capital or liquidity
requirements or the rate of return on capital, with respect to which Section 2.16 and paragraph (b) of this Section, respectively,
shall apply);


 


and the result of any of the
foregoing shall be to increase the cost to such Lender of making or maintaining, or reduce the amount receivable by any Lender
with respect to, any Eurodollar or CDOR Rate Loan (or of maintaining its obligation to make any such Loan) or to increase the
cost to such Lender or such Issuing Bank of participating in, issuing or maintaining any Letter of Credit or Protective Advance,
then the Company will pay to such Lender or such Issuing Bank, as the case may be, such additional amount or


 




     


    78 


    

amounts as will compensate such
Lender or such Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered.


 


(b)  
If any Lender or any Issuing Bank 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 or such Issuing Bank’s capital or on the capital of such Lender’s
or such Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations
in Letters of Credit or Protective Advances held by, such Lender, or the Letters of Credit issued by such Issuing Bank, to a level
below that which such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company could have
achieved but for such Change in Law (taking into consideration such Lender’s or such Issuing Bank’s policies and the
policies of such Lender’s or such Issuing Bank’s holding company with respect to capital adequacy), then from time
to time the Company will pay to such Lender or such Issuing Bank, as the case may be, such additional amount or amounts as will
compensate such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company for any such reduction
suffered.


 


(c)  
A certificate of a Lender or an Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or
such Issuing Bank or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section shall
be delivered to the Company and shall be conclusive absent manifest error. The Company shall pay such Lender or such Issuing Bank,
as the case may be, the amount shown as due on any such certificate within 15 days after receipt thereof.


 


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


 


SECTION 2.15.  
Break Funding Payments. In the event of (a) the payment of any principal of any Eurodollar or CDOR Rate Loan other
than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion
of any Eurodollar or CDOR Rate Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow,
convert, continue or prepay any Eurodollar or CDOR Rate Loan on the date specified in any notice delivered pursuant hereto (regardless
of whether such notice may be revoked under Section 2.10(c) and is revoked in accordance therewith) or (d) the assignment
of any Eurodollar or CDOR Rate other than on the last day of the Interest Period applicable thereto as a result of a request by
a Borrower pursuant to Section 2.18, then, in any such event, the


 




     


    79 


    

applicable
Borrower shall compensate each Lender for the loss, cost and expense attributable to such event which, in the reasonable judgment
of such Lender, such Lender (or an existing or prospective participant in a related Loan) incurred, including any loss incurred
in obtaining, liquidating or employing deposits from third parties, but excluding loss of margin for the period after any such
payment. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this
Section shall be delivered to the applicable Borrowers and shall be conclusive absent manifest error. The applicable Borrower
shall pay such Lender the amount shown as due on any such certificate within 15 days after receipt thereof.


 


SECTION 2.16.  
Taxes. (a) Each payment by any Loan Party under any Loan Document shall be made without withholding for any
Taxes, unless such withholding is required by any law. If any Withholding Agent determines, in its sole discretion exercised in
good faith, that it is so required to withhold Taxes, then such Withholding Agent may so withhold and shall timely pay the full
amount of withheld Taxes to the relevant Governmental Authority in accordance with applicable law. If such Taxes are Indemnified
Taxes, then the amount payable by such Loan Party shall be increased as necessary so that, net of such withholding (including
such withholding applicable to additional amounts payable under this Section), the applicable Recipient receives the amount it
would have received had no such withholding been made.


 


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


 


(c)  
The Loan Parties shall jointly and severally indemnify each Recipient within 15 days after written demand therefor, for
the full amount of any Indemnified Taxes paid by such Recipient on or with respect to any payment by or on account of any obligation
of the Loan Parties hereunder (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this
Section) and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly
or legally imposed or asserted by the relevant Governmental Authority; provided, that the Loan Parties shall not be obligated
to make payment to such Recipient for penalties, interest or expenses attributable to the gross negligence or willful misconduct
of such Recipient. A certificate as to the amount of such payment or liability delivered to the applicable Loan Party by a Recipient,
or by the Administrative Agent on behalf of another Recipient, shall be conclusive absent manifest error.


 


(d)  
Each Lender shall severally indemnify the Administrative Agent, within 10 days after written demand therefor, for the full
amount of any Taxes (but, in the case of any Indemnified Taxes, only to the extent that the Loan Parties have not already indemnified
the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so) attributable
to such Lender that are paid or payable by the Administrative Agent in connection with any Loan Document and any reasonable expenses
arising therefrom or with respect thereto, whether or not such Excluded Taxes were correctly or legally imposed or asserted by
the relevant Governmental Authority. A certificate setting forth and explaining in reasonable detail


 




     


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the amount
of such payment or liability delivered to a Lender by the Administrative Agent shall be conclusive absent manifest error.


 


(e)  
As soon as practicable after any payment of Indemnified Taxes or Other Taxes by a Loan Party to a Governmental Authority,
the Company 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.


 


(f)   
(A) Any Foreign Lender that is entitled to an exemption from, or reduction of withholding Tax under the law of the United
States of America, or any treaty to which the United States of America is a party, with respect to payments under this Agreement
or any other Loan Document shall deliver to the Company (with a copy to the Administrative Agent), on or prior to the date of
this Agreement (or, in the case of any Lender that becomes a party to this Agreement pursuant to an Assignment and Assumption)
either (a) two properly executed originals of Form W-8ECI or Form W-8BEN or Form W-8BEN-E, as applicable (or any successor forms)
prescribed by the IRS or other documents satisfactory to the Company and the Administrative Agent, as the case may be, certifying
(i) that all payments to be made to such Foreign Lender under the Loan Documents are exempt from United States withholding Taxes
because such payments are effectively connected with the conduct by such Lender of a trade or business within the United States
and are included in such Lender’s gross income or (ii) that all payments to be made to such Foreign Lender under the Loan
Documents are completely exempt from Taxes or are subject to such Taxes at a reduced rate by an applicable Tax treaty, (b)(i)
a certificate executed by such Lender certifying that such Lender is not a “bank” within the meaning of Section 881(c)(3)(A)
of the Code and that such Lender qualifies for the portfolio interest exemption under Section 881(c) of the Code, and (ii) two
properly executed originals of IRS Form W-8BEN or Form W-8BEN-E, as applicable (or any successor form) or (c) in the case of a
Foreign Lender that is not the beneficial owner of payments made under this Agreement (including a partnership or a participating
Lender) (i) an IRS Form W-8IMY on behalf of itself and (ii) the relevant forms prescribed in this paragraph (f)(A) that
would be required of each such beneficial owner or partner of such partnership if such beneficial owner or partner were a Lender;
provided, however, that if the Lender is a partnership and one or more of its partners are claiming the exemption
for portfolio interest under Section 881(c) of the Code, such Lender may provide a certificate described in clause (b)(i)
on behalf of such partners, in each case, certifying such Lender’s entitlement to an exemption from, or reduction of, U.S.
federal withholding Tax with respect to payments of interest to be made hereunder or under this Agreement or any other Loan Document.
In the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party, the IRS Form
W-8BEN or Form W-8BEN-E, as applicable, shall (x) with respect to payments of interest under the Loan Documents, establish an
exemption from U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect
to any other applicable payments under the Loan Documents, establish an exemption from U.S. federal withholding Tax pursuant to
the “business profits” or “other income” article of such tax treaty. Each Lender that is not a Foreign
Lender shall deliver


 




     


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to the Company
(with a copy to the Administrative Agent) two properly executed originals IRS Form W-9 (or any successor form). Each Lender agrees
(but only to the extent it is legally entitled to do so) to provide the Company (with a copy to the Administrative Agent) with
new forms prescribed by the IRS upon the expiration or obsolescence of any previously delivered form, after the occurrence of
any event requiring a change in the most recent forms delivered by it to the Company and the Administrative Agent, or at any other
time reasonably requested by Company.


 


(B)   
If a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by
FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in
Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Withholding Agent, at the time or
times prescribed by law and at such time or times reasonably requested by the Withholding Agent, such documentation prescribed
by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably
requested by the Withholding Agent as may be necessary for the Withholding Agent to comply with its obligations under FATCA, to
determine that such Lender has or has not complied with such Lender's obligations under FATCA and, as necessary, to determine
the amount to deduct and withhold from such payment. Solely for purposes of this Section 2.16(f)(B), “FATCA”
shall include any amendments made to FATCA after the date of this Agreement.


 


(C)   
Any Lender that is entitled to an exemption from, or reduction of withholding Tax under the laws of a country other than
the United States of America, or any treaty to which such country is a party, with respect to payments under this Agreement or
any other Loan Document shall deliver to the Company (with a copy to the Administrative Agent), at the time or times reasonably
requested by the Company or the Administrative Agent, (A) such properly completed and duly executed documentation prescribed by
applicable laws as will permit the Company or the Administrative Agent, as the case may be, to establish such Lender’s entitlement
to any available exemption from, or reduction of, applicable Taxes (other than United States Taxes), and (B) such other documentation
and reasonably requested information as will permit the Company or the Administrative Agent, as the case may be, to determine,
if applicable, the required rate of withholding or deduction for any applicable Taxes and any required information reporting requirements,
in each case, in respect of any payments to be made to such Lender pursuant to any Loan Document. The completion, execution and
submission of any documentation contemplated by this Section 2.16(f)(C) shall not be required if in the Lender’s judgment
such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially
prejudice the legal or commercial position of such Lender. Each Lender shall deliver to the Company and the


 




     


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Administrative
Agent two further original copies of any previously delivered form or certification (or any applicable successor form) on or before
the date that any such form or certification expires or becomes obsolete or inaccurate and promptly after the occurrence of any
event requiring a change in the most recent form previously delivered by it to the Company or the Administrative Agent, or promptly
notify the Company and the Administrative Agent that it is unable to do so. Each Lender shall promptly notify the Administrative
Agent at any time it determines that it is no longer in a position to provide any previously delivered form or certification under
this Section 2.16(f)(C) to the Company or the Administrative Agent. Notwithstanding any other provision of this Section 2.16(f)(C),
a Lender or Agent shall not be required to deliver any form pursuant to this Section 2.16(f)(C) that it is not legally able to
deliver.


 


(g)  
If the Administrative Agent or a Lender determines, in its sole discretion, that it has received a refund of any Taxes
as to which it has been indemnified by a Loan Party or with respect to which a Loan Party has paid additional amounts pursuant
to this Section, it shall pay over such refund to the Loan Party (but only to the extent of indemnity payments made, or additional
amounts paid, by the Loan Party under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket
expenses of the Administrative Agent or such Lender and without interest (other than any interest paid by the relevant Governmental
Authority with respect to such refund); provided, that the Loan Party, upon the request of the Administrative Agent or
such Lender, agrees to repay the amount paid over to the Loan Party (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 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 Loan Party or any other Person.


 


(h)  
[Reserved.]


 


(i)  
[Reserved.]


 


(j)  
Each party’s obligations under this Section 2.16 shall survive the resignation or replacement of the Administrative
Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction
or discharge of all obligations under this Agreement and any other Loan Document.


 


SECTION 2.17.  
Payments Generally; Pro Rata Treatment; Sharing of Set-offs. (a) Each Borrower shall make each payment required
to be made by it hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under
Section 2.14, 2.15 or 2.16, or otherwise) on the date when due, in immediately available funds, without set-off or counterclaim,
and each Borrower


 




     


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agrees to instruct
its bank which will be transmitting such funds with respect to such payments not later than 10:00 A.M. (New York City time)
on the date when due. All such payments shall be made to the Administrative Agent at its offices at 383 Madison Avenue, New York,
New York, except payments to be made directly to an Issuing Bank as expressly provided herein and except that payments pursuant
to Sections 2.14, 2.15, 2.16 and 8.03 shall be made directly to the Persons entitled thereto. The Administrative Agent shall
distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following
receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended
to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for
the period of such extension. Payments of principal and interest on any Loan shall be in the currency in which such Loan is denominated.
Reimbursement of LC Disbursement and interest thereon shall be paid in the currency in which such LC Disbursement was made. All
other payments hereunder shall be made in US Dollars.


 


(b)  
If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of
principal, unreimbursed LC Disbursements, interest and fees then due from an applicable Borrower hereunder, such funds shall be
applied (i) first, towards payment of interest and fees then due from such Borrower hereunder, ratably among the parties entitled
thereto in accordance with the amounts of such interest and fees then due to such parties by such Borrower, and (ii) second, towards
payment of principal and unreimbursed LC Disbursements then due from such Borrower hereunder, ratably among the parties entitled
thereto in accordance with the amounts of principal and unreimbursed LC Disbursements then due to such parties by such Borrower.


 


(c)  
If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any
principal of or interest on any of its (i) Revolving Loans or participations in LC Disbursements in respect of Letters of Credit
or Protective Advances or (ii) Loans or participations in LC Disbursements or Protective Advances of any other Class resulting
in such Lender receiving payment of a greater proportion of the aggregate amount of its (i) Revolving Loans and participations
in LC Disbursements and Protective Advances or (ii) Loans and participations in LC Disbursements and Protective Advances of any
other Class and, in each case, accrued interest thereon than the proportion received by any other Lender of the applicable Class,
then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the (i) Revolving
Loans and participations in LC Disbursements in respect of Letters of Credit and Protective Advances or (ii) Loans and participations
in LC Disbursements and Protective Advances of any other Class of other Lenders of the applicable Class to the extent necessary
so that the benefit of all such payments shall be shared by the Lenders of the applicable Class ratably in accordance with the
aggregate amount of principal of and accrued interest on their respective (i) Revolving Loans and participations in LC Disbursements
in respect of Letters of Credit and Protective Advances or (ii) Loans and participations in LC Disbursements and Protective Advances
of any other Class; provided that (i) if any such participations are purchased and all or any portion of the payment giving
rise thereto is recovered, such participations shall be


 




     


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rescinded and
the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall
not be construed to apply to any payment made by a Borrower pursuant to and in accordance with the express terms of this Agreement
or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations
in LC Disbursements or Protective Advances to any assignee or participant, other than to the Company or any Subsidiary or Affiliate
thereof (as to which the provisions of this paragraph shall apply). The Borrowers consent to the foregoing and agree, to the extent
they may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements
may exercise against the Borrowers rights of set-off and counterclaim with respect to such participation as fully as if such Lender
were a direct creditor of the Borrowers in the amount of such participation.


 


(d)  
Unless the Administrative Agent shall have received notice from the applicable Borrower prior to the date on which any
payment is due to the Administrative Agent for the account of any Lenders or any Issuing Bank hereunder that such Borrower will
not make such payment, the Administrative Agent may assume that such Borrower has made such payment on such date in accordance
herewith and may, in reliance upon such assumption, distribute to the applicable Lenders or such Issuing Bank, as the case may
be, the amount due. In such event, if such Borrower has not in fact made such payment, then each of the applicable Lenders or
such Issuing Bank, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so
distributed to such Lender or such Issuing Bank with interest thereon, for each day from and including the date such amount is
distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of (A) (x) the Federal Funds
Effective Rate in the case of Loans denominated in US Dollars and (y) the rate reasonably determined by the Administrative Agent
to be the cost of funding such amount, in the case of Loans denominated in Canadian Dollars and (B) a rate determined by the Administrative
Agent in accordance with banking industry rules on interbank compensation.


 


(e)  
If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.05(d) or (e), 2.06(b)
or 2.17(d), then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts
thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations under
such Sections until all such unsatisfied obligations are fully paid.


 


SECTION 2.18.  
Mitigation Obligations; Replacement of Lenders. (a)  If any Lender requests compensation under Section 2.14
or 2.21, or additional interest under Section 2.12(h) or if a Borrower is required to pay any additional amount to any Lender
or any Governmental Authority for the account of any Lender pursuant to Section 2.16 or 2.21, then such Lender shall use
reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights
and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation
or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.12(h), 2.14, 2.16 or 2.21, as the case
may be, in


 




     


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the future
and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such
Lender. The applicable Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with
any such designation or assignment.


 


(b)  
If any Lender requests compensation under Section 2.14 or 2.21, or additional interest under Section 2.12(h),
or if a Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender
pursuant to Section 2.16 or 2.21, or if any Lender becomes a Defaulting Lender, then the Company may, at its sole expense
and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse
(in accordance with and subject to the restrictions contained in Section 8.04), all its interests, rights and obligations
under this Agreement to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender
accepts such assignment); provided that (i) the Company shall have received the prior written consent of the Administrative
Agent (and, if a Commitment is being assigned, the Issuing Banks), which consents shall not unreasonably be withheld, (ii) such
Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements
and Protective Advances, accrued interest thereon, accrued fees and all other amounts, in each case payable to it by the applicable
Borrower hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable
Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation
under Section 2.14 or 2.21, additional interest under Section 2.12(h) or payments required to be made pursuant to Section 2.16
or 2.21, such assignment will result in a material reduction in such compensation or payments. A Lender shall not be required
to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances
entitling the applicable Borrower to require such assignment and delegation cease to apply.


 


(c)  
If any Lender becomes a Defaulting Lender, then, and at any time thereafter while such Lender continues to be a Defaulting
Lender, the Company may, in its sole discretion, terminate the Commitment of such Lender and prepay all Loans of such Lender then
outstanding, together with interest thereon to the date of such prepayment; provided that such termination and prepayment
shall be permitted only if, after giving effect thereto (including the adjustment of Credit Exposures of the Lenders to give effect
to the allocation of LC Exposure in accordance with the Applicable Percentages of the Lenders after giving effect thereto), no
Lender’s Credit Exposure shall exceed its Commitment.


 


(d)  
In connection with any proposed amendment, modification or waiver of or with respect to any provision of this Agreement
(a “Proposed Change”) requiring the consent of all Lenders, if the consent of the Required Lenders to such
Proposed Change is obtained, but the consent to such Proposed Change of other Lenders whose consent is required is not obtained,
then the Company may, at its sole expense and effort, upon notice to each Non-Consenting Lender and the Administrative Agent,
require each Non-Consenting Lender to assign and delegate, without recourse (in accordance


 




     


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with and subject
to the restrictions contained in Section 8.04) all its interests, rights and obligations under this Agreement to an Eligible
Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided
that (i) the Company shall have received the prior written consent of the Administrative Agent, which consent shall not be
unreasonably withheld, (ii) such Non-Consenting Lender shall have received payment of an amount equal to the outstanding principal
of its Loans and participations in LC Disbursements and Protective Advances, accrued interest thereon, accrued fees and all other
amounts, in each case payable to it by the Company hereunder, from the assignee (to the extent of such outstanding principal and
accrued interest and fees) or the Company (in the case of all other amounts) and (iii) the Company shall not be permitted to require
any Non-Consenting Lender to make any such assignment unless all Non-Consenting Lenders are required to make such assignments
and, as a result thereof, the Proposed Change will become effective.


 


SECTION 2.19.  
Defaulting Lenders. Notwithstanding any other provision of this Agreement to the contrary, if any Lender becomes
a Defaulting Lender then the following provisions shall apply for so long as such Lender is a Defaulting Lender:


 


(a)  
if any Protective Advance Exposures in respect of any Class exists at the time a Lender of such Class is a Defaulting Lender
the Protective Advance Exposures of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders at such time
in accordance with their respective Applicable Percentages but only to the extent that after giving effect to any such reallocation,
(i) the Credit Exposure of each non-Defaulting Lender of such Class would not exceed its Commitments of such Class and (ii) the
total Credit Exposure of all non-Defaulting Lenders of such Class would not exceed the total Commitments of such Lenders of such
Class; provided that if such reallocation cannot, or can only partially, be effected, the Company shall within one Business
Day following notice by the Administrative Agent prepay the portion of such Defaulting Lender’s Protective Advance Exposures
that has not been reallocated; provided, further, that the conditions set forth in Section 4.02 are satisfied
at the time of such reallocation (and, unless the Company shall have otherwise notified the Administrative Agent at such time,
the Company shall be deemed to have represented and warranted that such conditions are satisfied at such time);


 


(b)  
if any LC Exposure in respect of any Class exists at the time a Lender of such Class is a Defaulting Lender the Company
shall within three Business Days following notice by the Administrative Agent either (i) cash collateralize such Defaulting
Lender’s LC Exposure of such Class in accordance with the procedures set forth in Section 2.05(j) for so long as such
Defaulting Lender’s LC Exposure of such Class is outstanding, (ii) elect, by notice to the Administrative Agent, an
LC Exposure Reallocation with respect to such Defaulting Lender’s LC Exposure of such Class, provided that the conditions
set forth in Section 4.02 are satisfied at the time of such reallocation (and, unless the Company shall have otherwise notified
the Administrative Agent at such time, the


 




     


    87 


    

Company
shall be deemed to have represented and warranted that such conditions are satisfied at such time) or (iii) comply with a
combination of clauses (i) and (ii) above with respect to such Defaulting Lender’s LC Exposure of such Class;


 


(c)  
no Issuing Bank shall be required to issue, amend or increase any Letter of Credit of any Class unless the Company provides
cash collateral or elects an LC Exposure Reallocation (or a combination thereof) in accordance with clause (b) above in respect
of such Defaulting Lender’s LC Exposure of such Class in respect thereof;


 


(d)  
no commitment fees or participation fees shall accrue for the account of or be payable to such Defaulting Lender; and


 


(e)  
the Commitment and Credit Exposure of such Defaulting Lender shall not be included in determining whether the Required
Lenders, the Supermajority Lenders or any other requisite Lenders have taken or may take any action hereunder or under any other
Loan Document (including any consent to any amendment, waiver or other modification pursuant to Section 8.02 or Section 8.02A);
provided that any amendment, waiver or other modification requiring the consent of all Lenders or all Lenders affected
thereby shall, except as otherwise provided in Section 8.02, require the consent of such Defaulting Lender in accordance
with the terms hereof.


 


It is understood
that, if the Commitment of a Defaulting Lender is assigned pursuant to Section 2.18(b) or terminated pursuant to Section 2.18(c),
the provisions of this Section 2.19 shall cease to apply in respect of such Defaulting Lender and its Commitment.


 


SECTION 2.20.  
Additional Borrowers; Borrowing Subsidiary Terminations.


 


(a)  
After the Restatement Effective Date, the Company may designate any wholly-owned Domestic Subsidiary or Canadian Subsidiary
acceptable to the Lenders of any Class of Commitments and the Administrative Agent as an Additional Borrower in respect of such
Class by delivery to the Administrative Agent of (i) an Additional Borrower Agreement executed by such Subsidiary and the
Company, substantially in the form of Exhibit B-1 hereto (each, an “Additional Borrower Agreement”) and
(ii) a favorable written opinion (addressed to the Administrative Agent and the Lenders) of counsel of such Subsidiary or
Subsidiaries (which opinion shall be reasonably satisfactory to the Administrative Agent). Upon the written acceptance of the
Additional Borrower Agreement by the Administrative Agent and all the Lenders of the applicable Class, in each applicable Lender’s
sole discretion, such Subsidiary shall for all purposes of this Agreement be an Additional Borrower with respect to such Class
and a party to this Agreement.


 


(b)  
If the Company wishes to terminate a Borrowing Subsidiary, the Company may execute and deliver to the Administrative Agent,
at least ten Business Days prior to effectiveness, a Borrowing Subsidiary Termination substantially in the form


 




     


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of Exhibit
B-2 hereto (each, a “Borrowing Subsidiary Termination”) with respect to any Borrowing Subsidiary, and such
Subsidiary shall cease to be a Borrowing Subsidiary and a party to this Agreement. Notwithstanding the foregoing, no Borrowing
Subsidiary Termination will become effective as to any Borrowing Subsidiary at a time when any principal of or interest on any
Loan to such Borrowing Subsidiary shall be outstanding hereunder. Promptly following receipt of any Additional Borrower Agreement
or Borrowing Subsidiary Termination, the Administrative Agent shall send a copy thereof to each Lender.


 


SECTION 2.21.  
Canadian Borrower Costs.


 


(a)  
If the cost to any Lender of making or maintaining any Loan to any Additional Borrower that is a Canadian Borrower is increased,
or the amount of any sum received or receivable by any Lender (or its lending office) from any such Canadian Borrower is reduced,
by an amount deemed in good faith by such Lender to be material, by reason of the fact that such Additional Borrower is organized
under the laws of, or principally conducts its business in, a jurisdiction or jurisdictions outside the United States of America,
the Company shall indemnify such Lender for such increased cost or reduction within 30 days after demand by such Lender (with
a copy to the Administrative Agent). A certificate of such Lender claiming compensation under this subsection (a) and setting
forth the additional amount or amounts to be paid to it hereunder, together with calculations in reasonable detail supporting
such amounts, shall be conclusive in the absence of clearly demonstrable error.


 


(b)  
Each Lender will promptly notify the Company and the Administrative Agent of any event of which it has knowledge that will
entitle such Lender to additional interest or payments pursuant to paragraph (a) above, but in any event within 45 days after
such Lender obtains actual knowledge thereof; provided that (i) if any Lender fails to give such notice within 45 days
after it obtains actual knowledge of such an event, such Lender shall, with respect to compensation payable pursuant to this Section in
respect of any costs resulting from such event, only be entitled to payment under this Section for costs incurred from and
after the date 45 days prior to the date that such Lender does give such notice and (ii) each Lender will designate a different
applicable lending office, if, in the judgment of such Lender, such designation will avoid the need for, or reduce the amount
of, such compensation and will not be otherwise disadvantageous to such Lender or to the Company or any Borrower.


 


(c)  
The foregoing provisions of this Section shall not apply to Taxes imposed on or with respect to payments made by the Borrowers
hereunder or Other Taxes, which Taxes shall be governed in each case solely by Section 2.16.


 


ARTICLE
III


 



Representations and Warranties


 


The Company
represents and warrants to the Lenders that:


 




     


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SECTION 3.01.  
Corporate Existence and Power. Each Loan Party is duly organized, validly existing and in good standing under the
laws of the jurisdiction of its organization and has all corporate or other organizational power and authority required to carry
on its business as now conducted.


 


SECTION 3.02.  
Corporate and Governmental Authorization; No Contravention. The Transactions to be entered into by each Loan Party
are within such Loan Party’s corporate or other organizational power, have been duly authorized by all necessary corporate
or other organizational action, require no action by or in respect of, or filing with, any governmental body, agency or official
(other than the filing of reports with the Securities and Exchange Commission and filings necessary to satisfy the Collateral
and Guarantee Requirement) and do not contravene, or constitute a default under, any provision of applicable law or regulation
or of the certificate of incorporation, bylaws or other organizational documents of such Loan Party or of any agreement, judgment,
injunction, order, decree or other instrument binding upon such Loan Party.


 


SECTION 3.03.  
Binding Effect. This Agreement has been duly executed and delivered by the Borrowers and constitutes, and each Collateral
Agreement (at such times as the Collateral and Guarantee Requirement is required to be satisfied) has been duly executed and delivered
by the Company and each Material Subsidiary party thereto and constitutes, a valid and binding obligation of the Company (and
such Material Subsidiary, if applicable), enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency
and other similar laws affecting creditors’ rights generally, concepts of reasonableness and general principles of equity,
regardless of whether considered in a proceeding in equity or at law.


 


SECTION 3.04.  
Financial Information. (a) The consolidated balance sheet of the Company and the Subsidiaries and the related consolidated
statements of income, shareholders’ equity and cash flows as of and for Fiscal Year 2019, reported on by Ernst & Young
LLP and set forth in the Company’s Annual Report on Form 10-K for Fiscal Year 2019, a copy of which has been delivered
to each of the Lenders, fairly presents, in conformity with GAAP, the consolidated financial position of the Company and the Subsidiaries
as of such date and their consolidated results of operations and cash flows for such Fiscal Year or portion of such Fiscal Year,
as applicable.


 


(b)  
From April 8, 2020 to the date hereof or any Test Date, there has been no material adverse change in the business, financial
position or results of operations of the Company and the Consolidated Subsidiaries, considered as a whole.


 


SECTION 3.05.  
Litigation and Environmental Matters. (a) Except for the Disclosed Matters, there is no action, suit or proceeding
pending against, or to the knowledge of the Company threatened against or affecting, the Company or any Consolidated Subsidiaries
before any court or arbitrator or any governmental body, agency or official in which there is, in the good faith judgment of the
Company (which shall be conclusive), a reasonable possibility of an adverse decision which could materially adversely affect the
business, consolidated financial position or consolidated results of operations of the Company and the Consolidated Subsidiaries
considered as a


 




     


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whole, or which
in any manner draws into question the validity or enforceability of this Agreement.


 


(b)  
Except with respect to any matters that, individually or in the aggregate, are not reasonably expected in the good faith
judgment of the Company (which shall be conclusive) to materially adversely affect the business, financial position or results
of operations of the Company and the Consolidated Subsidiaries considered as a whole, neither the Company nor any of the Consolidated
Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license
or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has
received notice of any claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability.


 


(c)  
Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or
in the aggregate in the good faith judgment of the Company (which shall be conclusive), has resulted in a Material Adverse Effect.


 


SECTION 3.06.  
Anti-Corruption Laws and Sanctions. The Company has implemented and maintains in effect policies and procedures
designed to promote compliance by the Company, its Subsidiaries and their respective directors, officers, employees and agents
(acting in their capacity as such) with the FCPA, the U.K. Bribery Act 2010 and applicable Sanctions, and the Company and each
of its Subsidiaries, to the knowledge of the Company, is in compliance with all Anti-Corruption Laws, applicable Sanctions, and,
to the extent applicable, the USA Patriot Act, in all material respects. None of the Company or any Subsidiary, or, to the knowledge
of the Company, any director, officer, employee or agent with respect to the facility of the Company or any Subsidiary, is a Sanctioned
Person. This Section applies, other than to the extent that such representation and warranty would result in a violation of Council
Regulation (EC) No 2271/96, as amended (or any implementing law or regulation in any member state of the European Union or the
United Kingdom).


 


SECTION 3.07.  
Subsidiaries. (a) Each of the Consolidated Subsidiaries is a corporation, limited liability company or partnership
duly organized, validly existing and, to the extent applicable, in good standing under the laws of its jurisdiction of organization,
and has all requisite power and authority required to carry on its business as now conducted except to the extent that the failure
of any such Consolidated Subsidiary to be so organized, existing or in good standing or to have such power and authority is not
reasonably expected by the Company to have a Material Adverse Effect.


 


(b)  
Schedule 3.07 hereto completely and accurately sets forth the names and jurisdictions of organization of each Consolidated
Subsidiary that is a Domestic Subsidiary or a Canadian Subsidiary as of the Restatement Effective Date, indicating for each such
Subsidiary whether it is a Material Subsidiary as of the Restatement Effective Date.


 




     


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SECTION 3.08.  
Not an Investment Company. None of the Borrowers or the Subsidiary Loan Parties is required to register as an “investment
company” under (and within the meaning of) the Investment Company Act of 1940, as amended.


 


SECTION 3.09.  
ERISA. (a) The Company and its ERISA Affiliates (i) have fulfilled their material obligations, whether or not waived,
under the minimum funding standards of Section 302 of ERISA and Section 412 of the Code with respect to each Plan, (ii) are
in compliance in all material respects with the presently applicable provisions of ERISA and the Code and (iii) have not
incurred any liability in excess of $100,000,000 to the PBGC or a Plan under Title IV of ERISA other than a liability to
the PBGC for premiums under Section 4007 of ERISA; provided, that this sentence shall not apply to (x) any ERISA Affiliate
as described in Section 414(m) of the Code (other than the Company or a Subsidiary) or any Plan maintained by such an ERISA
Affiliate or (y) any Multiemployer Plan. The Company and its Subsidiaries have made all material payments to Multiemployer Plans
which they have been required to make under the related collective bargaining agreement or applicable law. As of the Restatement
Effective Date, the Company and its Subsidiaries do not contribute to or have an obligation to contribute to a Multiemployer Plan,
nor have they contributed or had an obligation to contribute to a Multiemployer Plan in the preceding six years.


 


(b)  
Canadian Employee Benefit Plans. As of the Restatement Effective Date, none of the Canadian Pension Plans are Canadian
Defined Benefit Pension Plans. All Canadian Pension Plans are duly registered under the ITA and applicable Canadian Pension Benefits
Legislation and no event has occurred which would reasonably be expected to cause the loss of such registered status where the
loss of such registered status could reasonably be expected to result in a Material Adverse Effect. The Canadian Pension Plans
have each been administered, funded and invested in accordance with the terms of the particular plan, all applicable laws including,
where applicable, the ITA and Canadian Pension Benefits Legislation, and the terms of all applicable collective bargaining agreements
and employment contracts, except where the failure to do so could not reasonably be expected to result in a Material Adverse Effect.
All material obligations of each of the Loan Parties (including fiduciary, funding, investment and administration obligations)
required to be performed in connection with the Canadian Pension Plans and the funding agreements therefor have been performed
on a timely basis, except where the failure to do so could not reasonably be expected to result in a Material Adverse Effect.
There are no outstanding disputes concerning the assets of the Canadian Pension Plans except for such disputes which would not
reasonably be expected to result in a Material Adverse Effect. All employee and employer payments, contributions (including “normal
cost”, “special payments” and any other payments in respect of any funding deficiencies or shortfalls) or premiums
required to be withheld, made, remitted or paid to or in respect of each Canadian Pension Plan and all other amounts that are
due to the pension fund of any Canadian Pension Plan from any Loan Party or any of their respective Affiliates have been withheld,
made, remitted or paid on a timely basis in accordance with the terms of such plans, any applicable collective bargaining agreement
or employment contract and all applicable laws, except where the failure to do so could not reasonably be expected to result in
a Material


 




     


    92 


    

Adverse Effect.
There has been no improper withdrawal or application of the assets of the Canadian Pension Plans as of the Restatement Effective
Date.


 


SECTION 3.10.  
Taxes. The Company and its Subsidiaries have filed all United States federal income tax returns and all other material
tax returns which, in the opinion of the Company, are required to be filed by them and have paid all taxes due pursuant to such
returns or pursuant to any assessment received by the Company or any Subsidiary, except for assessments which are being contested
in good faith by appropriate proceedings. The charges, accruals and reserves on the books of the Company and its Subsidiaries
in respect of taxes or other governmental charges are, in the opinion of the Company, adequate.


 


SECTION 3.11.  
Disclosure. The financial statements delivered pursuant to Section 5.01(a)(i) and (ii), the registration statements
delivered pursuant to Section 5.01(a)(vii) (in each case in the form in which such registration statements were declared
effective, as amended by any post-effective amendments thereto) and the reports on Forms 10-K, 10-Q and 8-K delivered pursuant
to Section 5.01(a)(vii), do not, taken as a whole and in each case as of the date thereof, contain any material misstatement
of fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which
they were made, not materially misleading; provided that, with respect to projected financial information, the Company
represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time.


 


SECTION 3.12.  
Credit Card Agreements. Schedule 3.12 (as updated from time to time as permitted by Section 5.24) sets forth a list
of all Credit Card Agreements to which any Loan Party is a party. A true and complete copy of each Credit Card Agreement listed
in Schedule 3.12 has been delivered to the Collateral Agent, together with all material amendments, waivers and other modifications
thereto; provided that the Private Label Credit Card Program Agreement dated as of June 1, 2018 between Victoria’s Secret
Stores, LLC, Lone Mountain Factoring, LLC, L Brands Direct Marketing, Inc., L Brands Direct Fulfillment, Inc., Far West Factoring,
LLC, Puerto Rico Store Operations LLC and Comenity Bank shall be delivered only to a field appraiser or examiner in connection
with the completion of an Acceptable Appraisal and Field Exam. All such Credit Card Agreements are in full force and effect, currently
binding upon each Loan Party that is a party thereto and, to the knowledge of the Loan Parties, binding upon other parties thereto
in accordance with their terms. The Loan Parties are in compliance in all material respects with each such Credit Card Agreement.


 


ARTICLE
IV


 



Conditions


 


SECTION 4.01.  
Intentionally Omitted.


 




     


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SECTION 4.02.  
Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of any Issuing
Bank to issue, amend or extend any Letter of Credit, is subject to the satisfaction of the following conditions:


 


(a)  
The representations and warranties of the Company set forth in this Agreement shall be true and correct (i) in the case
of representations and warranties that are qualified by materiality, in all respects and (ii) otherwise, in all material respects,
and at such times as the Collateral and Guarantee Requirement is required to be satisfied, the representations and warranties
of the Loan Parties as set forth in the Collateral Agreements shall be true and correct (i) in the case of representations and
warranties that are qualified by materiality, in all respects and (ii) otherwise, in all material respects, in each case on and
as of the date of such Borrowing or the date of issuance, amendment or extension of such Letter of Credit, as applicable (except
to the extent that any such representation or warranty expressly relates to a specified date or dates, in which case such representation
or warranty shall be true and correct in all material respects as of such specified date or dates).


 


(b)  
At the time of and immediately after giving effect to such Borrowing or the issuance, amendment or extension of such Letter
of Credit, as applicable, no Default shall have occurred and be continuing.


 


(c)  
With respect to any such Borrowing, after giving effect to such Borrowing and the application of the proceeds thereof,
the pro forma Consolidated Cash Balance shall not exceed $350,000,000.


 


(d)  
At the time of such Borrowing or the issuance, amendment or extension of such Letter of Credit, as applicable, the Borrowing
Base Certificate most recently delivered by the Company pursuant to Section 5.01(a)(iii) shall have been accurate in all material
respects as of the date of such Borrowing Base Certificate.


 


Each Borrowing and each issuance,
amendment or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrowers on the
date thereof as to the matters specified in paragraphs (a), (b) and (d) of this Section.


 


ARTICLE
V


 



Covenants


 


The Company
agrees that, so long as any Lender has any Commitment hereunder or any amount payable hereunder remains unpaid:


 


SECTION 5.01.  
Information. (a) The Company will deliver to the Administrative Agent and each of the Lenders:


 


(i)  
as soon as available and in any event within 90 days after the end of each Fiscal Year, the Annual Report of the Company
on Form 10-K for such Fiscal Year, containing financial statements reported on in a manner acceptable to


 




     


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the
Securities and Exchange Commission by Ernst & Young LLP or other independent public accountants of nationally recognized standing
selected by the Company (without a “going concern” or like qualification, exception or statement and without any qualification
or exception as to the scope of such audit);


 


(ii)   
as soon as available and in any event within 45 days after the end of each of the first three quarters of each Fiscal Year,
a copy of the Company’s report on Form 10-Q for such quarter with the financial statements therein contained to be
certified (subject to normal year-end adjustments) as to fairness of presentation, generally accepted accounting principles (except
footnotes) and consistency, by a Financial Officer;


 


(iii)  
as soon as available but in any event within 15 Business Days after the end of each Fiscal Month, as of the last day of
such Fiscal Month (or within three Business Days after the end of each week, as of the last day of such week, during any Enhanced
Borrowing Base Reporting Period), a Borrowing Base Certificate and supporting information in connection therewith, together with
any additional reports and supplemental documentation with respect to the Borrowing Base as the Collateral Agent may request in
its Permitted Discretion;


 


(iv)  
simultaneously with the delivery of each set of financial statements referred to in clauses (i) and (ii) above, a
certificate of a Financial Officer (1) setting forth in reasonable detail the calculations required to establish whether
the Company was in compliance with the requirements of Section 5.06 on the date of such financial statements, (2) stating
whether, to the best knowledge of such Financial Officer, any Default exists on the date of such certificate and, if any Default
then exists, setting forth the details thereof and the action which the Company is taking or proposes to take with respect thereto,
(3) stating that all Material Subsidiaries have satisfied the Collateral and Guarantee Requirement and (4) unless (x) if
both rating agencies shall have a Credit Rating then in effect, the Credit Ratings are BBB- and Baa3 (in each case, with stable
outlook) or better or (y) if only one rating agency shall have a Credit Rating then in effect, the Credit Rating from such rating
agency is BBB- or Baa3 (in each case, with stable outlook) or better, stating the aggregate amount of Investments and Restricted
Payments made in reliance on Section 5.17(c) and Section 5.17(c) during the preceding fiscal quarter and confirming
that the applicable Payment Conditions were satisfied with respect to each such Investment or Restricted Payment;


 


(v)  
simultaneously with the delivery of each set of financial statements referred to in clause (i) above, a statement
of the firm of independent public accountants which reported on such statements whether anything has come to their attention to
cause them to believe that any Default existed on the date of such statements (insofar as such pertains to accounting matters);


 


(vi)  
promptly upon the mailing thereof to the stockholders of the Company generally, copies of all financial statements, reports
and proxy statements so mailed;


 




     


    95 


    

(vii)  
promptly upon the filing thereof, copies of all registration statements (other than the exhibits thereto and any registration
statements on Form S-8 or its equivalent) and reports on Forms 10-K, 10-Q and 8-K (or their equivalents) which the Company
shall have filed with the Securities and Exchange Commission;


 


(viii)  
promptly following a request therefor, any documentation or other information that a Lender reasonably requests in order
to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations,
including the Patriot Act and the Beneficial Ownership Regulation;


 


(ix)  
within four Business Days of any executive officer of the Company or any Financial Officer obtaining knowledge of any condition
or event recognized by such officer to be a Default, a certificate of a Financial Officer setting forth the details thereof and
the action which the Company is taking or proposes to take with respect thereto;


 


(x)  
(1) if and when any executive officer of the Company or any Financial Officer obtains knowledge that any ERISA Affiliate
(x) has given or is required to give notice to the PBGC of any “reportable event” (as defined in Section 4043
of ERISA) with respect to any Plan which would reasonably be expected to constitute grounds for a termination of such Plan under
Title IV of ERISA, or knows that the plan administrator of any Plan has given or is required to give notice of any such reportable
event, a copy of the notice of such reportable event given or required to be given to the PBGC, (y) has received notice of
complete or partial Withdrawal Liability, a copy of such notice or (z) has received notice from the PBGC under Title IV
of ERISA of an intent to terminate or appoint a trustee to administer any Plan, a copy of such notice or (2) the occurrence of
any Canadian Pension Event that could reasonably be expected to have a Material Adverse Effect;


 


(xi)  
from time to time such additional information regarding the financial position or business of the Company and Subsidiaries
as the Administrative Agent, at the request of any Lender, may reasonably request;


 


(xii)  
as soon as available and in any event within 30 days after the end of each Fiscal Year, a financial forecast for the
Company and the Consolidated Subsidiaries for the subsequent Fiscal Year, including a consolidated balance sheet of the Company
and its Consolidated Subsidiaries as of the end of such fiscal year and each fiscal quarter thereof and consolidated statements
of income and cash flows of the Company and its Consolidated Subsidiaries for such fiscal year and each fiscal quarter thereof;
and


 


(xiii)  
promptly after the furnishing thereof and to the extent not otherwise required to be furnished to the Lenders pursuant
to any clause of this Section 5.01, copies of any material requests or material notices received by the


 




     


    96 


    

Company
or any Subsidiary Loan Party (other than in the ordinary course of business) or material statements or material reports furnished
by the Company or any Subsidiary Loan Party pursuant to the terms of any Permitted Non-ABL Indebtedness Documents.


 


(b)  
Certificates delivered pursuant to this Section shall be signed manually or shall be copies of a manually signed certificate.


 


(c)  
The Company may provide for electronic delivery of the financial statements, certificates, reports and registration statements
described in clauses (i), (ii), (iii), (iv), (v), (vi) and (vii) of paragraph (a) of this Section by posting such financial statements,
certificates, reports and registration statements on Intralinks or any similar service approved by the Administrative Agent, or
delivering such financial statements, certificates, reports and registration statements to the Administrative Agent for posting
on Intralinks (or any such similar service). Furthermore, any items required to be furnished pursuant to Sections 5.01(a)(i),
(ii), (vi) or (vii) shall be deemed to have been delivered on the date on which the Administrative Agent receives notice that
the Company has filed such item with the Securities and Exchange Commission and is available on the EDGAR website on the Internet
at www.sec.gov or any successor government website that is freely and readily available to the Administrative Agent without charge;
provided that the Company shall give notice of any such filing to the Administrative Agent (who shall then give notice
of any such filing to the Lenders). Notwithstanding the foregoing, the Company shall deliver paper or electronic copies of any
such financial statement to the Administrative Agent if the Administrative Agent requests the Company to furnish such paper or
electronic copies until written notice to cease delivering such paper or electronic copies is given by the Administrative Agent.


 


SECTION 5.02.  
Maintenance of Properties. The Company will, and will cause each Consolidated Subsidiary to, maintain and keep in
good condition, repair and working order all properties used or useful in the conduct of its business and supply such properties
with all necessary equipment and make all necessary repairs, renewals, replacements, betterments and improvements thereof, all
as in the judgment of the Company may be necessary so that the business carried on in connection therewith may be properly and
advantageously conducted at all times; provided that nothing in this Section shall prevent the Company or any Consolidated
Subsidiary from discontinuing the operation and maintenance of any of such properties if such discontinuance is, in the judgment
of the Company, desirable in the conduct of the business of the Company or such Consolidated Subsidiary, as the case may be, and
not disadvantageous in any material respect to the Lenders.


 


SECTION 5.03.  
Maintenance of Insurance. The Company will, and will cause each Consolidated Subsidiary to, insure and keep insured,
with reputable insurance companies, so much of its properties and such of its liabilities for bodily injury or property damage,
to such an extent and against such risks (including fire), as companies engaged in similar businesses customarily insure properties
and liabilities of a similar character; or, in lieu thereof, the Company will maintain, or cause each Consolidated Subsidiary
to maintain, a system or systems of self-insurance which will be in accord


 




     


    97 


    

with the customary
practices of companies engaged in similar businesses in maintaining such systems.


 


SECTION 5.04.  
Preservation of Corporate Existence. Except pursuant to a transaction not prohibited by Section 5.122 or 5.13,
each Loan Party shall preserve and maintain its corporate existence, rights, franchises and privileges in any State of the United
States which it shall select as its jurisdiction of incorporation or organization, and qualify and remain qualified as a foreign
corporation or foreign organization in each jurisdiction in which such qualification is necessary, except such jurisdictions,
if any, where the failure to preserve and maintain its corporate or other organizational existence, rights, franchises and privileges,
or qualify or remain qualified will not have a Material Adverse Effect on the business or property of such Loan Party.


 


SECTION 5.05.  
Inspection of Property, Books and Records. The Company will, and will cause each Consolidated Subsidiary to, make
and keep books, records and accounts in which transactions are recorded as necessary to (a) permit preparation of the Company’s
consolidated financial statements in accordance with generally accepted accounting principles and (b) otherwise comply with
the requirements of Section 13(b)(2) of the Securities Exchange Act of 1934 as in effect from time to time. At any reasonable
time during normal business hours and from time to time, the Company will permit the Administrative Agent or any of the Lenders
or any agents or representatives thereof at their expense (to the extent not in violation of applicable law) to examine and make
copies of and abstracts from the records and books of account of, and visit the properties of, the Company and any Consolidated
Subsidiaries and to discuss the affairs, finances and accounts of the Company and any Consolidated Subsidiaries with any of their
respective officers or directors. Any information obtained pursuant to this Section or Section 5.01(a) shall be subject to
Section 8.12.


 


SECTION 5.06.  
Fixed Charge Coverage Ratio. During any period (each, a “Covenant Period”) (a)(i) commencing
on any day when Specified Excess Availability is less than the greater of (x)(A) prior to the consummation of the VS Transaction,
$100,000,000 or (B) following the consummation of the VS Transaction, $80,000,000 and (y) 15% of the Maximum Borrowing Amount
and (ii) ending after Specified Excess Availability has been greater than the amount set forth in clause (i) above for 30 consecutive
calendar days or (b) during which an Event of Default has occurred and is continuing, the Company will not permit the ratio of
Consolidated EBITDAR to Consolidated Fixed Charges for any Test Period (commencing with the Test Period ended most recently prior
to the commencement of such Covenant Period for which financial statements were required to be delivered pursuant to Section 5.01)
to be less than 1.00 to 1.00.


 


SECTION 5.07.  
[Reserved.]


 


SECTION 5.08.  
Limitation on Liens. (a) Prior to the effectiveness of the Initial Borrowing Base, the Company will not, and will
not permit any Subsidiary Loan Party to, create, incur, assume or permit to exist any Lien on any property or asset


 




     


    98 


    

now owned or
hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any
thereof, except:


 


(i)  
Permitted Encumbrances;


 


(ii)   
any Lien on any property or asset of the Company or any Subsidiary Loan Party existing on the Restatement Effective Date
and set forth in Schedule 5.08; provided that (i) such Lien shall not apply to any other property or asset of the
Company or any Subsidiary Loan Party and (ii) such Lien shall secure only those obligations which it secures on the Restatement
Effective Date and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;


 


(iii)  
Liens on fixed or capital assets acquired, constructed or improved by the Company or any Subsidiary Loan Party; provided
that (i) such security interests secure Indebtedness permitted by clause (i) of Section 5.10, (ii) such security
interests and the Indebtedness secured thereby are incurred prior to or within 120 days after such acquisition or the completion
of such construction or improvement (or are incurred to extend, renew or replace security interests and Indebtedness previously
incurred in compliance with this clause), (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing
or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets
of the Company or any Subsidiary Loan Party;


 


(iv)  
Liens granted on the Collateral pursuant to the Collateral Documents;


 


(v)  
precautionary or purported Liens evidenced by the filing of UCC financing statements or similar financing statements under
applicable law relating solely to the sale of Receivables Facility Assets in connection with any Specified Receivables Facility;


 


(vi)  
Liens (including any precautionary UCC financing statements or similar financing statements under applicable law) on Receivables
Facility Assets securing Specified Receivables Facilities;


 


(vii)  
licenses or sublicenses of, covenants not to sue under, or other rights to use any Intellectual Property granted in the
ordinary course of business (including licenses or sublicenses by the Company or any Subsidiary Loan Party to any Foreign Subsidiary);


 


(viii)  
Liens on Non-ABL Priority Collateral securing Permitted Non-ABL Indebtedness in an aggregate principal amount not exceeding
$750,000,000;


 


(ix)  
second priority Liens on ABL Priority Collateral securing Permitted Non-ABL Indebtedness; provided that such second
priority Liens are


 




     


    99 


    

subject
to an Intercreditor Agreement providing that such Liens rank junior in priority to the Liens on the ABL Priority Collateral securing
the Obligations; and


 


(x)  
(A) Liens granted by the Company or any Subsidiary Loan Party in respect of Guarantees of the China Facility Obligations
and (B) any pledge of cash collateral granted in respect of such Guarantees to replace the Liens described in clause (A), in each
case, in an amount not to exceed 100% of the committed amount of the China Facility Obligations at such time.


 


Notwithstanding
anything to the contrary in this Section 5.08(a), none of the Liens permitted by this Section 5.08(a) may at any time attach to
any ABL Priority Collateral other than as permitted under clause (i), (iv), (ix) or (x) of this Section 5.08(a).


 


(b)  
After the effectiveness of the Initial Borrowing Base, the Company will not, and will not permit any Subsidiary Loan Party
to, create, incur, assume or permit to exist any Lien on any Collateral now owned or hereafter acquired by it, or assign or sell
any income or revenues (including accounts receivable) or rights in respect of any thereof, except:


 


(i)  
Permitted Encumbrances;


 


(ii)   
any Lien on any property or asset of the Company or any Subsidiary Loan Party existing on the Restatement Effective Date
and set forth in Schedule 5.08; provided that (i) such Lien shall not apply to any other property or asset of the
Company or any Subsidiary Loan Party and (ii) such Lien shall secure only those obligations which it secures on the Restatement
Effective Date and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;


 


(iii)  
Liens on fixed or capital assets acquired, constructed or improved by the Company or any Subsidiary Loan Party; provided
that (i) such security interests secure Indebtedness permitted by clause (i) of Section 5.10, (ii) such security
interests and the Indebtedness secured thereby are incurred prior to or within 120 days after such acquisition or the completion
of such construction or improvement (or are incurred to extend, renew or replace security interests and Indebtedness previously
incurred in compliance with this clause), (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing
or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets
of the Company or any Subsidiary Loan Party;


 


(iv)  
Liens granted on the Collateral pursuant to the Collateral Documents;


 


(v)  
precautionary or purported Liens evidenced by the filing of UCC financing statements or similar financing statements under
applicable law relating solely to the sale of Receivables Facility Assets and related assets in connection with any Specified
Receivables Facility;


 




     


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(vi)  
Liens (including any precautionary UCC financing statements or similar financing statements under applicable law) on Receivables
Facility Assets securing Specified Receivables Facilities;


 


(vii)  
licenses or sublicenses of, covenants not to sue under, or other rights to use any Intellectual Property granted in the
ordinary course of business (including licenses or sublicenses by the Company or any Subsidiary Loan Party to any Foreign Subsidiary);


 


(viii)  
Liens securing Indebtedness incurred pursuant to Section 5.10(l);


 


(ix)  
other Liens on Non-ABL Priority Collateral securing Permitted Non-ABL Indebtedness in an aggregate principal amount not
exceeding $750,000,000;


 


(x)  
second priority Liens on ABL Priority Collateral securing Permitted Non-ABL Indebtedness; provided that such second
priority Liens are subject to an Intercreditor Agreement providing that such Liens rank junior in priority to the Liens on the
ABL Priority Collateral securing the Obligations; and


 


(xi)  
(A) Liens granted by the Company or any Subsidiary Loan Party in respect of Guarantees of the China Facility Obligations
and (B) any pledge of cash collateral granted in respect of such Guarantees to replace the Liens described in clause (A), in each
case, in an amount not to exceed 100% of the committed amount of the China Facility Obligations at such time.


 


SECTION 5.09.  
 Compliance with Laws. The Company will, and will cause each Consolidated Subsidiary to, comply in all material respects
with all applicable laws, ordinances, rules, regulations and requirements of governmental authorities (including ERISA and the
rules and regulations thereunder), except to the extent that (a) the necessity of compliance therewith is contested in good
faith by appropriate proceedings or (b) the failure to so comply would not result in any Material Adverse Effect.


 


SECTION 5.10.  
Limitations on Indebtedness. The Company will not, and will not permit any Consolidated Subsidiary to, create, incur,
assume or suffer to exist any Indebtedness except:


 


(a)  
Indebtedness of any Consolidated Subsidiary which is, or the direct or indirect parent of which is, acquired by the Company
or any other Consolidated Subsidiary after March 22, 2006, which Indebtedness is in existence at the time such Consolidated Subsidiary
(or parent) is so acquired; provided that such Indebtedness was not created at the request or with the consent of the Company
or any Subsidiary, and such Indebtedness may not be extended other than pursuant to the terms thereof as in existence at the time
such Consolidated Subsidiary (or parent) was acquired;


 


(b)  
Indebtedness created under the Loan Documents;


 




     


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(c)  
Indebtedness existing on the Restatement Effective Date and set forth on Schedule 5.10 and extensions, renewals and replacements
of any such Indebtedness that do not increase the outstanding principal amount thereof or result in an earlier maturity date or
decreased weighted average life thereof;


 


(d)  
Indebtedness of the Company to any Consolidated Subsidiary and of any Consolidated Subsidiary to the Company or any other
Consolidated Subsidiary; provided that (i) such Indebtedness shall not have been transferred to any Person other than the
Company or any other Consolidated Subsidiary, (ii) any such Indebtedness owing by any Loan Party to a non-Loan Party shall be
unsecured and subordinated in right of payment to the Obligations on terms customary for intercompany subordinated Indebtedness,
as reasonably determined by the Administrative Agent, and (iii) any such Indebtedness owing by any Consolidated Subsidiary that
is not a Loan Party to any Loan Party shall be incurred in compliance with Section 5.17;


 


(e)  
Guarantees incurred in compliance with Section 5.17;


 


(f)   
the incurrence of Indebtedness under Hedging Agreements that are incurred for the bona fide purpose of hedging the interest
rate, commodity, or foreign currency risks associated with the operations of the Company or such Consolidated Subsidiary and not
for speculative purposes;


 


(g)  
Indebtedness owed in respect of any overdrafts and related liabilities arising from treasury, depository and cash management
services or in connection with any automated clearing-house transfers of funds; provided that such Indebtedness shall be
repaid in full within five Business Days of the incurrence thereof;


 


(h)  
Indebtedness in respect of letters of credit, bank guarantees and similar instruments issued for the account of the Company
or any Consolidated Subsidiary in the ordinary course of business supporting obligations under (i) workers’ compensation
unemployment insurance and other social security laws and (ii) bids, trade contracts, leases, statutory obligations, surety and
appeal bonds, performance bonds and obligations of a like nature (other than in respect of other obligations for borrowed money),
which obligations in each case shall not be secured except by Permitted Encumbrances;


 


(i)  
 Indebtedness to finance the acquisition, construction or improvements of any fixed or capital assets, including Capital
Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any
such assets prior to the acquisition thereof, and extensions, renewals and replacements of such Indebtedness that do not increase
the outstanding principal amount thereof or result in an earlier maturity date or decreased weighted average life thereof, provided
that the aggregate principal amount of such Indebtedness shall not exceed (x) prior to the effectiveness of the Initial Borrowing
Base, $25,000,000 and (y) after the effectiveness of the Initial Borrowing Base, $300,000,000, in each case at any time outstanding;


 




     


    102 


    

(j)  
other Indebtedness of any Subsidiary (other than any Subsidiary Loan Party) in an aggregate principal amount not exceeding
$400,000,000;


 


(k)  
other Indebtedness of the Company or any Subsidiary Loan Party in an aggregate principal amount not exceeding $750,000,000;


 


(l)  
other Indebtedness of the Company or any Subsidiary Loan Party; provided that (i) after giving pro forma effect
thereto, the ratio of Consolidated Debt to Consolidated EBITDAR for the most recently completed Test Period is less than 4.00
to 1.00; provided, further that the Administrative Agent shall have received a certificate, dated the date such
Indebtedness is incurred and signed by a Financial Officer of the Company, confirming compliance with the requirements set forth
in this clause (l) and setting forth a reasonably detailed calculation of such ratio of Consolidated Debt to Consolidated EBITDAR;


 


(m)  
other unsecured Indebtedness of the Company or any Consolidated Subsidiary;


 


(n)  
Indebtedness of Receivables Subsidiaries arising under Specified Receivables Facilities; and


 


(o)  
Indebtedness in respect of the China Facility Obligations, including Guarantees thereof by the Company and the Consolidated
Subsidiaries in an amount not to exceed 100% of the committed amount of the China Facility Obligations at such time.


 


Notwithstanding
anything to the contrary in this Section 5.10, the Company will not, and will not permit any of its Consolidated Subsidiaries
to, create, incur, assume or permit to exist any additional Indebtedness after the Restatement Effective Date to be incurred pursuant
to clauses (j) or (l) of this Section 5.10 until the effectiveness of the Initial Borrowing Base.


 


SECTION 5.11.  
Transactions with Affiliates. The Company will not, and will not permit any of its Consolidated 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, except (a) at prices and on terms and conditions
not less favorable to the Company or such Consolidated Subsidiary than could be obtained on an arm’s-length basis from unrelated
third parties, (b) any transaction determined by a majority of the disinterested directors of the Company’s board of directors
to be fair to the Company and its Subsidiaries, (c) transactions between or among the Company and its Consolidated Subsidiaries
not involving any other Affiliate, (d) any transaction with respect to which neither the fair market value of the related property
or assets, nor the consideration therefor, exceeds $5,000,000 and (e) any transaction contemplated by the Restructuring Plan (as
defined in the VS Transaction Agreement).


 


SECTION 5.12.  
Consolidations, Mergers. The Company will not (a) consolidate or merge with or into any other Person or (b)
liquidate or dissolve;


 




     


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provided that
the Company may consolidate or merge with another Person if (i) the corporation surviving the merger is the Company or a corporation
organized under the laws of a State of the United States into which the Company desires to consolidate or merge for the purpose
of becoming incorporated in such State (in which case such corporation shall assume all of the Company’s obligations under
this Agreement by an agreement reasonably satisfactory to the Required Lenders (and the Required Lenders shall not unreasonably
withhold their consent to the form of such agreement) and shall deliver to the Administrative Agent and the Lenders such legal
opinions and other documents as the Administrative Agent may reasonably request to evidence the due authorization, validity and
binding effect thereof) and (ii) immediately after giving effect to such consolidation or merger, no Default shall have occurred
and be continuing.


 


SECTION 5.13.  
Sales of Assets. The Company will not, and will not permit any Consolidated Subsidiary to, sell, lease or otherwise
transfer any property or assets, including any Equity Interest owned by it, except:


 


(a)  
the consummation of the VS Transaction (it being understood, for the avoidance of doubt, that any amendment, modification
or waiver of, or consent under, the VS Transaction after the Restatement Effective Date by the Company and/or any Affiliate thereof
to the extent material and adverse to the interests of the Lenders shall not be permitted without the prior written consent of
the Required Lenders; provided that any decrease in the purchase price of more than 10% will be deemed material and adverse
to the interests of the Lenders);


 


(b)  
sales, transfers, leases and other dispositions of Inventory or used or surplus equipment or of cash and permitted Investments,
in each case in the ordinary course of business;


 


(c)  
sales in the ordinary course of business of immaterial assets;


 


(d)  
sales, transfers or other dispositions of accounts receivable in connection with the compromise or collection thereof in
the ordinary course of business consistent with past practice and not as part of any accounts receivables financing transaction;


 


(e)  
prior to the effectiveness of the Initial Borrowing Base, (A) sales, transfers, leases and other dispositions of assets
pursuant to this clause (A) with an aggregate fair market value not to exceed $5,000,000 in any 12-month period, (B) dispositions
of aircrafts and aircraft equipment, (C) dispositions of interests in any non-Consolidated Subsidiary and (D) sales of distribution
centers owned by the Company or any Consolidated Subsidiary on the Restatement Effective Date; provided that (I) all such
sales, transfers, leases and other dispositions shall be made for fair value and at least 75% cash consideration, (II) no
Default shall have occurred and be continuing at the time of, or would result from, any such sale, transfer or other disposition,
(III) the Company shall have given the Administrative Agent written notice advising of such sale, transfer or other disposition,
together with such information as shall be required for the Administrative Agent to adjust the Borrowing Base to reflect such
disposition, to the


 




     


    104 


    

extent required
by the definition of the term “Borrowing Base”, and (IV) after giving effect to any adjustment to the Borrowing Base
arising from such sale, transfer or other disposition, the Aggregate Credit Exposure at the time shall not exceed the Borrowing
Base as so adjusted;


 


(f)   
after the effectiveness of the Initial Borrowing Base, (A) sales, transfers and other dispositions of assets pursuant to
this clause (A) with an aggregate fair market value not to exceed (I) $25,000,000 in any single transaction or series of related
transactions and (II) $100,000,000 in the aggregate in any 12-month period and (B) sales, transfers and other dispositions of
assets if, after giving effect to any adjustment to the Borrowing Base arising from such sale, transfer or other disposition and
for the previous 90 consecutive days, Specified Excess Availability is greater than the greater of (x)(I) prior to the consummation
of the VS Transaction, $250,000,000 and (II) following the consummation of the VS Transaction, $200,000,000 and (y) 30% of the
Maximum Borrowing Amount; provided that (I) all such sales, transfers and other dispositions shall be made for fair value
and at least 75% cash consideration, (II) no Default shall have occurred and be continuing at the time of, or would result from,
any such sale, transfer or other disposition, (III) the Company shall have given the Administrative Agent written notice advising
of such sale, transfer, lease or other disposition, together with such information as shall be required for the Administrative
Agent to adjust the Borrowing Base to reflect such disposition, to the extent required by the definition of the term “Borrowing
Base”, and (IV) after giving effect to any adjustment to the Borrowing Base arising from such sale, transfer or other disposition,
the Aggregate Credit Exposure at the time shall not exceed the Borrowing Base as so adjusted;


 


(g)  
sales, transfers or other dispositions of Receivables Facility Assets or participations therein, directly or indirectly,
to Receivables Subsidiaries in connection with any Specified Receivables Facility permitted pursuant to Section 5.10(n); provided
that, any such disposition of Receivables Facility Assets by a Loan Party shall be made in exchange for fair market value
consideration consisting only of cash;


 


(h)  
licenses or sublicenses of, covenants not to sue under, or other rights to use any Intellectual Property or assignments
thereof in the ordinary course of business;


 


(i)  
sales, transfers or other dispositions or the lapse or abandonment (including failure to maintain) in the ordinary course
of business of any Intellectual Property determined in the reasonable good faith judgment of the Company or any Consolidated Subsidiary
to be no longer useful, necessary, otherwise not material in the operation of the business of the Company or any Consolidated
Subsidiary or no longer economical to maintain;


 


(j)  
transfers by the Company or any Subsidiary Loan Party to any Foreign Subsidiary of any Intellectual Property that is usable
primarily, or for use primarily, outside of the United States and Canada;


 




     


    105 


    

(k)  
sales, transfers or other dispositions (i) from any Loan Party to any other Loan Party, (ii) from any Consolidated Subsidiary
that is not a Loan Party to any other Consolidated Subsidiary that is not a Loan Party and (iii) from any Consolidated Subsidiary
that is not a Loan Party to any Loan Party provided that such sale, transfer or other disposition (x) is made for fair market
value (as determined by such Loan Party in good faith) or (y) the excess (if any) of the consideration in respect of such sale,
transfer or other disposition over fair market value (as determined by such Loan Party in good faith) is treated as an Investment
and is otherwise made in compliance with Section 5.17; and


 


(l)  
sales, transfers, leases or other dispositions that constitute Investments permitted pursuant to Section 5.17 (other
than Section 5.17(b)), Liens permitted pursuant to Section 5.08, and Restricted Payments permitted by Section
5.18; provided that (i) in connection with any such sale, transfer, lease or other disposition of assets with a fair
market value in excess of $10,000,000, the Company shall have given the Administrative Agent written notice advising of such sale,
transfer, lease or other disposition, together with such information as shall be required for the Administrative Agent to adjust
the Borrowing Base to reflect such disposition, to the extent required by the definition of the term “Borrowing Base”,
and (ii) after giving effect to any adjustment to the Borrowing Base arising from such sale, transfer or other disposition, the
Aggregate Credit Exposure at the time shall not exceed the Borrowing Base as so adjusted.


 


SECTION 5.14.  
Use of Proceeds. The Borrowers will use the proceeds of the Loans and issuance of Letters of Credit for general
corporate purposes (including, without limitation, repurchases of, and dividends on, its equity securities). None of the Company,
any Subsidiary or director, officer, employee or agent of the Company or any Subsidiary will directly or knowingly indirectly
use the proceeds of the Loans or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner
or other Person for the purpose of (a) financing 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 governmental capacity in material violation
of any Anti-Corruption Laws or (b) financing the activities of or any transactions with any Sanctioned Person or in any Sanctioned
Country, except to the extent licensed or otherwise authorized under U.S. law. This Section applies, other than to the extent
that such covenant would result in a violation of Council Regulation (EC) No 2271/96, as amended (or any implementing law or regulation
in any member state of the European Union or the United Kingdom).


 


SECTION 5.15.  
Information Regarding Collateral; Deposit and Securities Accounts. (a) The Company will furnish to the Collateral
Agent prompt written notice of any change in (i) the legal name of any Loan Party, as set forth in its organizational documents,
(ii) the jurisdiction of organization or the form of organization of any Loan Party (including as a result of any merger, amalgamation
or consolidation), (iii) the location of the chief executive office of any Loan Party or (iv) the organizational identification
number, if any, or, with respect to any Loan Party organized under the laws of a jurisdiction that requires such information to
be set forth on the face of a UCC financing statement, the Federal Taxpayer Identification Number of such Loan Party.


 




     


    106 


    

The Company
agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the UCC
or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid,
legal and perfected security interest in all the Collateral.


 


(b)  
The Company will furnish to the Collateral Agent prompt written notice of the acquisition by any Loan Party of any (i)
Mortgaged Property or any material assets after the Restatement Effective Date of the type that constitute, or are intended to
constitute, Collateral, other than any assets constituting Collateral under the Collateral Documents in which the Collateral Agent
shall have a valid, legal and perfected security interest (with the priority contemplated by the applicable Collateral Document)
upon the acquisition thereof and (ii) material Intellectual Property.


 


(c)  
The Company will furnish to the Collateral Agent prompt written notice of the disposition of a Loan Party, or any disposition
outside the ordinary course of business of, or any casualty or condemnation event affecting, assets reflected in the then-current
Borrowing Base having a fair market value of $5,000,000 or more, and such notice shall include such information as shall be required
for the Collateral Agent to adjust the Borrowing Base to reflect such disposition.


 


(d)  
The Company will, in each case as promptly as practicable, notify the Collateral Agent of the existence of any deposit
account or securities account maintained by a Loan Party in respect of which a Control Agreement is required to be in effect pursuant
to the definition of the term “Collateral and Guarantee Requirement” but is not yet in effect.


 


SECTION 5.16.  
Collateral and Guarantee Requirement. (a) If (i) any Material Subsidiary is formed or acquired after the Restatement
Effective Date or (ii) any Consolidated Subsidiary shall become a Material Subsidiary after the Restatement Effective Date, then
the Company will promptly, but in no event later than 15 days after such formation or acquisition (in the case of clause (i))
or 15 days after any executive officer or Financial Officer of the Company obtains knowledge thereof (in the case of clause (ii)),
notify the Administrative Agent and the Lenders thereof and cause the Collateral and Guarantee Requirement to be satisfied with
respect to such Material Subsidiary.


 


(b)  
The Company will, and the Company will cause each of the Material Subsidiaries to, 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), that may be required under any applicable law, or that the Collateral Agent or the Required Lenders may reasonably
request, to cause the Collateral and Guarantee Requirement to be and remain satisfied, all at the expense of the Company.


 


SECTION 5.17.  
Investments. The Company will not, nor will the Company permit any Subsidiary Loan Party to, purchase, hold or acquire
(including pursuant to any consolidation, amalgamation or merger with any Person that was not a


 




     


    107 


    

Loan Party
prior to such consolidation, amalgamation or merger, it being understood that any consolidation, amalgamation or merger of a Subsidiary
Loan Party with any Subsidiary that is not a Loan Party shall be treated as an investment in such Subsidiary if the survivor of
such consolidation, amalgamation or merger is not a Subsidiary Loan Party) any Equity Interests in or evidences of Indebtedness
or other securities of, make or permit to exist any loans or advances to, Guarantee any Indebtedness of, or make or permit to
exist any other investment in, any Subsidiary that is not a Subsidiary Loan Party (each of the foregoing being an “Investment”),
except:


 


(a)  
Investments by the Company or any Subsidiary Loan Party in any Subsidiary that is not a Loan Party, in an aggregate amount
not to exceed $50,000,000 at any one time outstanding;


 


(b)  
Investments in existence on the Restatement Effective Date including Guarantees by the Company or any Subsidiary Loan Party
in respect of the China Facility Obligations and any pledge of cash collateral granted in respect of such Guarantees, in an amount
not to exceed 100% of the committed amount of the China Facility Obligations at such time;


 


(c)  
after the effectiveness of the Initial Borrowing Base, any other Investment if, at the time thereof and after giving effect
thereto, the Payment Conditions are satisfied (for the avoidance of doubt, an Investment made pursuant to this clause (c) shall
be permitted notwithstanding that the conditions set forth in this clause (c) shall thereafter cease to be satisfied);


 


(d)  
Investments in any Receivables Subsidiary in the form of (i) deferred purchase consideration for Receivables Facility Assets
sold pursuant to a Specified Receivables Facility or (ii) a subordinated loan representing deferred consideration owed in respect
of Receivables Facility Assets sold by the Company or any Consolidated Subsidiary participating as a seller in a Specified Receivables
Facility in an amount required to meet any true sale and risk retention requirements applicable in respect of the sale of Receivables
Facility Assets by the Company or such Consolidated Subsidiary;


 


(e)  
contributions by the Company or any Subsidiary Loan Party of Equity Interests in any Foreign Subsidiary to any other Foreign
Subsidiary;


 


(f)   
licenses by the Company or any Subsidiary Loan Party to any Consolidated Subsidiary that is not a Loan Party of intellectual
property in the ordinary course of business;


 


(g)  
transfers or licenses by the Company or any Subsidiary Loan Party to any Foreign Subsidiary of any intellectual property
that is usable primarily, or for use primarily, outside of the United States; and


 


(h)  
accounts receivable held by a Loan Party arising out of the sale of inventory or provision of services, in each case in
the ordinary course of business, to a Subsidiary that is not a Loan Party.


 




     


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SECTION 5.18.  
Restricted Payments. The Company will not, and will not permit any Consolidated Subsidiary to, declare or make,
or agree to pay or make, directly or indirectly, any Restricted Payment, except:


 


(a)  
 any wholly-owned Consolidated Subsidiary may distribute any cash, property or assets to the Company or any other Consolidated
Subsidiary that is its direct or indirect parent;


 


(b)  
any Consolidated Subsidiary may declare and pay dividends ratably with respect to its Equity Interests; and


 


(c)  
after the effectiveness of the Initial Borrowing Base, the Company may make any Restricted Payment in cash if, at the time
thereof and after giving effect thereto, the Payment Conditions are satisfied.


 


For the avoidance
of doubt, a Restricted Payment made pursuant to Section 5.18(c) shall be permitted notwithstanding that the conditions set forth
in Section 5.18(c) shall thereafter cease to be satisfied.


 


SECTION 5.19.  
Restrictive Agreements. The Company will not, nor will it permit any Consolidated Subsidiary that is a Domestic
Subsidiary or a Canadian Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement
that prohibits, restricts or imposes any condition upon the ability of the Company or any Consolidated Subsidiary that is a Domestic
Subsidiary or a Canadian Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets to secure,
or the ability of any Consolidated Subsidiary that is a Domestic Subsidiary or a Canadian Subsidiary to Guarantee, the Obligations
(or the obligations under any credit facility that refinances or replaces this Agreement); provided that (a) the foregoing
shall not apply to restrictions and conditions imposed by law or any Loan Document, (b) the foregoing shall not apply to restrictions
and conditions existing on the Restatement Effective Date contained in any of the instruments, indentures and other agreements
identified on Schedule 5.19 or any extension, renewal, supplement, amendment or other modification of any thereof or any additional
such instrument, indenture or other agreement so long as, in each case, any such prohibition, restriction or condition contained
therein is not more restrictive in any material respect than the prohibitions, restrictions and conditions contained in the instruments,
indentures and other agreements identified on Schedule 5.19 as in effect on the Restatement Effective Date, (c) the foregoing
shall not apply to customary 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 to be sold, (d) the foregoing
shall not apply to exclusive licenses or exclusivity covenants permitted under the Loan Documents with respect to Intellectual
Property, (e) the foregoing provisions relating to Liens 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, (f) the foregoing provisions relating to Liens shall not apply to customary provisions in leases
restricting the assignment thereof and (g) the foregoing shall not apply to


 




     


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restrictions
and conditions imposed on Receivables Subsidiaries pursuant to any Specified Receivables Facility.


 


SECTION 5.20.  
Credit Ratings. The Company will use commercially reasonable efforts to maintain Credit Ratings from each of S&P
and Moody’s at all times.


 


SECTION 5.21.  
Prepayment Avoidance. The Company will, and will cause each Consolidated Subsidiary to, either repay or prepay Loans,
or make investments in assets to be used in their businesses, in each case as necessary to avoid any mandatory redemption, repurchase
or prepayment (i) referred to in the proviso to clause (c) of the definition of “Disqualified Equity Interest”
or (ii) pursuant to the terms of any Permitted Non-ABL Indebtedness.


 


SECTION 5.22.  
Control Agreements. The Loan Parties shall at all times (except as agreed by the Collateral Agent pursuant to its
authority as set forth herein or in any other Loan Document) (a) cause the available amount in each deposit account (other than
an Excluded Deposit Account) of the Loan Parties to be swept to the Concentration Account at the end of each Business Day (whether
directly or through local concentration accounts that are in turn swept to the Concentration Account on such Business Day) and
(b) cause to be deposited directly into the Concentration Account (i) all payments in respect of Credit Card Receivables,
(ii) all proceeds of Accounts and (iii) all cash swept from all Accounts of the Loan Parties.


 


SECTION 5.23.  
Field Examinations and Appraisals. (a) The Company will complete an Acceptable Appraisal and Field Exam as
promptly as practicable following the Restatement Effective Date and in any event within 90 days after the date on which the Company
and its Consolidated Subsidiaries are permitted to reopen 80% of their retail and warehouse locations in the United States and
Canada under applicable law (it being understood that the occurrence of such 80% reopening shall not be required in order to commence
work on an Acceptable Appraisal and Field Exam).


 


(b)  
On not more than one occasion during any 12-month period (it being understood that the Acceptable Appraisal and Field Exam
shall constitute one such occasion), at the request of the Collateral Agent, the Loan Parties will permit, upon reasonable notice
and during normal business hours, the Collateral Agent (or its designee) to conduct a field examination of the Collateral included
in the Borrowing Base and related reporting and control systems. Notwithstanding the foregoing, if a Specified Event of Default
has occurred and is continuing, there shall be no limitation on the number or frequency of field examinations and the number and
frequency of field examinations shall be at the Permitted Discretion of the Collateral Agent. For purposes of this Section 5.23,
it is understood and agreed that a single field examination may be conducted at multiple relevant sites and involve one or more
Loan Parties and their assets. All such field examinations by the Collateral Agent (or its designee) shall be at the sole expense
of the Loan Parties.


 


(c)  
On one occasion during each 12-month period (or, in the case of the 12-month period beginning on the Restatement Effective
Date, on two occasions (it


 




     


    110 


    

being understood
that the Acceptable Appraisal and Field Exam shall constitute one such occasion)), the Loan Parties will provide the Collateral
Agent with an appraisal of their Inventory (or update thereof) from an appraiser selected and engaged by the Collateral Agent,
and prepared on a basis reasonably satisfactory to the Collateral Agent, such appraisal or update to include, without limitation,
information required by applicable law and regulations. Notwithstanding the foregoing, if a Specified Event of Default has occurred
and is continuing, there shall be no limitation on the number or frequency of appraisals (or updates thereof) and the number and
frequency of appraisals (or updates thereof) shall be at the Permitted Discretion of the Collateral Agent. For purposes of this
Section 5.23, it is understood and agreed that a single appraisal (or update thereof) may be conducted at multiple relevant sites
and involve one or more Loan Parties and their assets. All such appraisals and updates thereof shall be at the sole expense of
the Loan Parties.


 


SECTION 5.24.  
Credit Card Agreements and Notifications. Each Loan Party will (a) comply in all material respects with all its
obligations under each Credit Card Agreement to which it is party and (b) maintain credit card arrangements solely with the credit
card issuers and credit card processors identified in Schedule 3.12; provided, however, that the Company may amend
Schedule 3.12 to remove any credit card issuer or credit card processor identified in such Schedule or to add additional credit
card issuers and credit card processors that are satisfactory to the Collateral Agent in its reasonable discretion, and concurrently
with the making of any such amendment the Company shall provide to the Collateral Agent evidence that a Credit Card Notification
shall have been delivered to any credit card issuer or credit card processor added to such Schedule.


 


SECTION 5.25.  
Canadian Defined Benefit Pension Plan. The Company will not, nor will it permit any other Loan Party to, contribute
to, or assume, incur or have any liability under, any Canadian Defined Benefit Pension Plan without the prior written consent
of the Administrative Agent.


 


SECTION 5.26.  
Post-Closing Obligations. Not later than ten Business Days after the Restatement Effective Date (as such deadline
may be extended by the Administrative Agent in its discretion), the Administrative Agent shall have received the results of a
search of the Uniform Commercial Code (or equivalent) filings made with respect to the Loan Parties in the jurisdictions contemplated
by the perfection certificate required to be delivered on the Restatement Effective Date under the Restatement Agreement and copies
of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative
Agent that the Liens indicated by such financing statements (or similar documents) are permitted under Section 5.08 or that such
financing statements and Liens have been, or will be, terminated and released.


 




     


    111 


    

ARTICLE
VI


 



Events of Default and Remedies


 


SECTION 6.01.  
Events of Default. Any of the following shall be an “Event of Default”:


 


(a)  
any Borrower shall fail to make any payment of principal of or interest on any Loan or any obligation in respect of any
LC Disbursement when due or to pay any fees or other amounts payable by it hereunder when due, and such failure remains unremedied
for three Business Days after the applicable Borrower’s actual receipt of notice of such failure from the Administrative
Agent at the request of any Lender;


 


(b)  
any statement of fact or representation made or deemed to be made by (i) any Borrower in this Agreement or by any Borrower
or any of its officers in any certificate delivered pursuant to this Agreement or (ii) at such times as the Collateral and Guarantee
Requirement is required to be satisfied, any Loan Party in any Loan Document or by any Loan Party or any of its respective officers
in any certificate delivered pursuant to any Loan Document, shall prove to have been incorrect in any material respect when made
or deemed made, and, if the consequences of such representation or statement being incorrect shall be susceptible of remedy in
all material respects, such consequences shall not be remedied in all material respects within 30 days after any executive officer
of any Borrower or any Financial Officer first becomes aware of or is advised that such representation or statement was incorrect
in a material respect;


 


(c)  
(i) any Borrower shall fail to observe or perform any covenant, condition or agreement contained in Sections 5.04
(with respect to the existence of any Borrower), 5.08, 5.10, 5.11, 5.11, 5.13, 5.12, 5.137, 5.17, 5.19, 5.21, 5.23 and 5.24 and,
if the consequences of such failure shall be susceptible of remedy in all material respects, such consequences shall not be remedied
in all material respects within 20 days after any executive officer of any Borrower or any Financial Officer first becomes
aware or is advised of such failure or (ii) any Borrower shall fail to observe or perform any covenant, condition or agreement
contained in Section 5.06 or 5.22;


 


(d)  
(i) any event or condition shall occur which enables the holder of any Material Indebtedness or any Person acting on such
holder’s behalf to accelerate the maturity thereof or (ii) the Company or any Consolidated Subsidiary shall fail to pay
the principal of any Material Indebtedness;


 


(e)  
the Company or any Material Subsidiary shall (i) make an assignment or general assignment for the benefit of creditors,
(ii) apply for or consent (by admission of material allegations of a petition or otherwise) to the appointment of or the
taking of possession by a receiver, interim receiver, receiver and manager, administrator, custodian, trustee or liquidator of
the Company or any Material Subsidiary or for all or any substantial part of the properties of the Company or any Material Subsidiary
or authorize such application or consent, or proceedings seeking such appointment shall be


 




     


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commenced (including
the filing of any notice of intention in respect thereof) without such authorization, consent or application against the Company
or any Material Subsidiary and continue undismissed for 30 days (or if such dismissal of such unauthorized proceedings cannot
reasonably be obtained within such 30-day period, the Company or any Material Subsidiary shall fail either to proceed with due
diligence to seek to obtain dismissal within such 30-day period or to obtain dismissal within 60 days), (iii) authorize or
file a voluntary petition in bankruptcy, suffer an order for relief under any Insolvency Law, or apply for or consent (by admission
of material allegations of a petition or otherwise) to the application of any Insolvency Law or other bankruptcy, reorganization,
arrangement, readjustment of debt, insolvency, dissolution, liquidation or other similar law of any jurisdiction, or authorize
such application or consent, or proceedings to such end shall be instituted (including the filing of any notice of intention in
respect thereof) against the Company or any Material Subsidiary without such authorization, application or consent which are not
vacated within 30-days from the date thereof (or if such vacation cannot reasonably be obtained within such 30-day period, the
Company shall fail either to proceed with due diligence to seek to obtain vacation within such 30-day period or to obtain vacation
within 60 days), (iv) permit or suffer all or any substantial part of its properties to be sequestered, attached, or
subjected to a Lien (other than a Lien expressly permitted by the exceptions in Section 5.08) through any legal proceeding
or distraint which is not vacated within 30-days from the date thereof (or if such vacation cannot reasonably be obtained within
such 30-day period, the Company shall fail either to proceed with due diligence to seek to obtain vacation within such 30 day
period or to obtain vacation within 60 days), (v) generally not pay its debts as such debts become due or admit in writing
its inability to do so, or is otherwise insolvent, or (vi) conceal, remove, or permit to be concealed or removed, any material
part of its property, with intent to hinder, delay or defraud its creditors or any of them;


 


(f)   
(i) the Company or any ERISA Affiliate shall fail to pay when due an amount or amounts aggregating in excess of $100,000,000
which it shall have become liable to pay to the PBGC or to a Plan under Title IV of ERISA; or notice of intent to terminate a
Plan or Plans having aggregate Unfunded Liabilities in excess of $100,000,000 (collectively “Material Plans”)
shall be filed under Title IV of ERISA by the Company or any ERISA Affiliate, any plan administrator or any combination of
the foregoing; or the PBGC shall institute proceedings under Title IV of ERISA to terminate or to cause a trustee to be appointed
to administer any Material Plan or a proceeding shall be instituted by a fiduciary of any Material Plan against the Company or
any ERISA Affiliate to enforce Section 515 of ERISA or 4219(c)(5) of ERISA and such proceeding shall not have been dismissed
within 30 days thereafter; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating
that any Material Plan must be terminated or (ii) the occurrence of any Canadian Pension Event that has a Material Adverse Effect;


 


(g)  
any Borrower shall fail to perform or observe in any material respect any other term, covenant or agreement contained in
any Loan Document (including without limitation Section 5.01 of this Agreement) on its part to be performed or observed and
any such failure remains unremedied for 30 days after the applicable


 




     


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Borrower shall
have received written notice thereof from the Administrative Agent at the request of any Lender;


 


(h)  
a Change in Control shall occur; or


 


(i)  
one or more judgments for the payment of money in an aggregate amount in excess of $100,000,000, exclusive of amounts covered
by third party insurance, shall be rendered against the Company, any Consolidated Subsidiary or any combination thereof and the
same shall remain undischarged for a period of 60 consecutive days during which execution shall not be effectively stayed,
or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of the Company or any Consolidated
Subsidiary to enforce any such judgment; provided that in calculating the amounts covered by third party insurance, amounts
covered by third party insurance shall not include amounts for which the third party insurer has denied liability.


 


SECTION 6.02.  
Remedies. If any Event of Default shall occur and be continuing, the Administrative Agent shall (a) if requested
by the Required Lenders, by notice to the Borrowers terminate the Commitments and they shall thereupon terminate, and (b) if
requested by Lenders holding more than 50% of the aggregate unpaid principal amount of the Loans, by notice to the Borrowers declare
the Loans (together with accrued interest thereon and all other amounts payable by the Borrowers hereunder) to be, and the Loans
(together with accrued interest thereon and all other amounts payable by the Borrowers hereunder) shall thereupon become, immediately
due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrowers;
provided that in the case of any of the bankruptcy Events of Default specified in Section 6.01(e) with respect to
the Borrowers, without any notice to the Borrowers or any other act by the Administrative Agent or the Lenders, the Commitments
shall thereupon terminate and the Loans (together with accrued interest thereon and all other amounts payable by the Borrowers
hereunder) shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which
are hereby waived by the Borrowers.


 


SECTION 6.03.  
Notice of Default. The Administrative Agent shall give notice to the Borrowers under Section 6.01(a) or 6.01(g)
promptly upon being requested to do so by any Lender and shall thereupon notify all the Lenders thereof.


 


ARTICLE
VII


 



The Agents


 


SECTION 7.01.  
The Agents.


 


Each of the
Lenders and each Issuing Bank hereby irrevocably appoints each of the Administrative Agent and the Collateral Agent as its agent
and authorizes such Agent to take such actions on its behalf and to exercise such powers as are delegated to such Agent by the
terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. In addition, to the extent
required under the


 




     


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laws of any
jurisdiction, each of the Lenders hereby grants to the Collateral Agent any required powers of attorney to execute and enforce
any Collateral Document governed by the laws of such jurisdiction on such Lender’s behalf.


 


Each of the
banks serving as an Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and
may exercise the same as though it were not an Agent, and such bank and its Affiliates may accept deposits from, lend money to
and generally engage in any kind of business with the Company or any Subsidiary or other Affiliate thereof as if it were not an
Agent under the Loan Documents.


 


The Agents
shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality
of the foregoing, (a) the Agents shall not be subject to any fiduciary or other implied duties, regardless of whether a Default
has occurred and is continuing, (b) the Agents shall not have any duty to take any discretionary action or exercise any discretionary
powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the applicable Agent is required
to exercise in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under
the circumstances as provided in Section 8.02 or Section 8.02A) or, in the case of the Collateral Documents, the Required
Secured Parties, and (c) except as expressly set forth in the Loan Documents, the Agents shall not have any duty to disclose,
and shall not be liable for the failure to disclose, any information relating to the Company or any of its Subsidiaries that is
communicated to or obtained by the banks serving as Agents or any of their respective Affiliates in any capacity. No Agent shall
be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number
or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.02 or Section 8.02A)
or, in the case of the Collateral Documents, the Required Secured Parties, or in the absence of its own gross negligence or willful
misconduct. Each Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to
such Agent by the Company or a Lender, and the Agents shall not be responsible for or have any duty to ascertain or inquire into
(i) any statement, warranty or representation made in or in connection with this Agreement, (ii) the contents of any
certificate (including any Borrowing Base Certificate), report or other document delivered hereunder or in connection with any
Loan Document, (iii) qualification of (or lapse of any qualification of) any Account, Credit Card Receivable, Inventory or
real property under the eligibility criteria set forth herein, other than eligibility criteria expressly referring to the matters
described therein being acceptable or satisfactory to, or being determined by, the Collateral Agent, (iv) the performance or observance
of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (v) the validity, enforceability,
effectiveness or genuineness of any Loan Document or any other agreement, instrument or document or (vi) the satisfaction
of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly
required to be delivered to the applicable Agent. Notwithstanding anything herein to the contrary, the Agents shall not be liable
for, or be responsible for any loss, cost or expense suffered by the Borrowers, any Lender or any Issuing Bank as a result of,
any such determination of the Credit Exposure, Excess Availability, the Borrowing Base or the component amounts of any thereof.


 




     


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Each Agent
shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate (including
any Borrowing Base Certificate), consent, statement, instrument, document or other writing believed by it to be genuine and to
have been signed or sent by the proper Person. Each of the Agents also may rely upon any statement made to it orally or by telephone
and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. Each Agent may consult
with legal counsel (who may be counsel for the Company), independent accountants and other experts selected by it, and shall not
be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.


 


Each Lender
and Issuing Bank hereby agrees that (a) it has requested a copy of each Report prepared by or on behalf of any Agent; (b) the
Agents (i) make no representation or warranty, express or implied, as to the completeness or accuracy of any Report or any of
the information contained therein or any inaccuracy or omission contained in or relating to any Report and (ii) shall not be liable
for any information contained in any Report; (c) the Reports are not comprehensive audits or examinations, and any Person performing
any field 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, and that the Agents undertake
no obligation to update, correct or supplement the Reports; (d) it will keep all Reports confidential and strictly for its internal
use and not share any Report with any other Person except as otherwise permitted pursuant to this Agreement; and (e) without limiting
the generality of any other indemnification provision contained in this Agreement, it will pay and protect, and indemnify, defend
and hold the Agents, each other Person preparing a Report and the Related Parties of any of the foregoing harmless from and against,
the claims, actions, proceedings, damages, costs, expenses and other amounts (including reasonable attorney fees) incurred by
any of them as the direct or indirect result of any third parties who obtain all or part of any Report through the indemnifying
Lender.


 


Each of the
Agents may perform any and all of its duties and exercise its rights and powers by or through any one or more sub-agents appointed
by such Agent. Each of the Agents and any such sub-agent may perform any and all of its duties and exercise its rights and powers
through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent
and to the Related Parties of each Agent and any such sub-agent, and shall apply to their respective activities in connection
with the syndication of the credit facilities provided for herein as well as activities as an Agent.


 


Subject to
the appointment and acceptance of a successor Agent as provided in this paragraph, either Agent may resign at any time by notifying
the Lenders, the Issuing Banks and the Company. Upon any such resignation, the Required Lenders (or, in the case of the Collateral
Agent, the Required Secured Parties) shall have the right, in consultation with the Company, to appoint a successor. In addition,
if either Agent is a Defaulting Lender due to it having had a receiver, conservator, trustee, administrator, assignee for the
benefit of creditors or similar Person charged with the reorganization or liquidation of its business or custodian appointed for
it, the Required Lenders shall have


 




     


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the right,
by notice in writing to the Company and such Agent, to remove such Agent in its capacity as such and, with the consent of the
Company (not to be unreasonably withheld and except during the continuance of an Event of Default hereunder, when no consent shall
be required), to appoint a successor. If no successor shall have been so appointed by the Required Lenders (or, in the case of
the Collateral Agent, the Required Secured Parties) and shall have accepted such appointment within 30 days after the retiring
Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders and the Issuing Banks, appoint a
successor Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance
of its appointment as an Agent by a successor, such successor shall 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
the Loan Documents. The fees payable by the Company to a successor Agent shall be the same as those payable to its predecessor
unless otherwise agreed between the Company and such successor. After such Agent’s resignation hereunder, the provisions
of this Article and Section 8.03 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their
respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as an Agent.


 


Each Lender
acknowledges that it has, independently and without reliance upon the Agents or any other Lender and any of their Related Parties
and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into
this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Agents or any other Lender
and any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue
to make its own decisions in taking or not taking action under or based upon any Loan Document, any related agreement or any document
furnished hereunder or thereunder. The Joint Lead Arrangers and Joint Bookrunners, the Co-Syndication Agents and the Co-Documentation
Agents (each as identified on the cover page of this Agreement) (each of the foregoing, in its capacity as such, a “Titled
Person”), in their capacities as such, shall have no rights, powers, duties, liabilities, fiduciary relationships or
obligations under any Loan Document or any of the other documents related hereto.


 


Each of the
Lenders hereby (a) agrees to be bound by the provisions of the Collateral Documents, including those terms thereof applicable
to the Collateral Agent and the provisions thereof authorizing the Required Secured Parties to approve amendments or modifications
thereto or waivers thereof, and to control remedies thereunder, and (b) irrevocably authorizes the Collateral Agent to (i)
release any Liens on any Non-ABL Priority Collateral in accordance with an Intercreditor Agreement and (ii) release any Liens
on any Collateral in accordance with the Collateral Documents, including any Liens on real property following the delivery of
a Real Property Exclusion Notice.


 


Each of the
Lenders hereby (a) authorizes and instructs the Collateral Agent to enter into an Intercreditor Agreement if Indebtedness
is incurred that is secured by Liens contemplated by clause (a)(viii), (a)(ix), (a)(x), (b)(ix), (b)(x) or (b)(xi) of


 




     


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Section 5.08 and (b) agrees
that it will be bound by and will take no actions contrary to the provisions of such Intercreditor Agreement.


 


It is understood
and agreed by the parties hereto, that as part of its duties and functions, the Collateral Agent shall serve as the hypothecary
representative for itself and for all present and future Secured Parties, as contemplated by Article 2692 of the Civil Code of
Québec (the “CCQ”). For greater certainty, and without limiting the powers of the Collateral Agent,
each of the Lenders and the Issuing Banks hereby irrevocably appoints the Collateral Agent as hypothecary representative for all
present and future Lenders, Issuing Banks and any other Secured Parties as contemplated under Article 2692 of the CCQ in order
to hold the hypothecs granted under any Loan Document pursuant to the laws of the Province of Quebec to secure performance of
all or part of the Obligations (as defined in each such Loan Document) and to exercise such powers and duties which are conferred
upon the hypothecary representative thereunder. The appointment of the Collateral Agent as hypothecary representative shall be
deemed to have been ratified and confirmed by each Person that accedes or has acceded to this Agreement as a Lender or Issuing
Bank after the date hereof. The Loan Parties hereby acknowledge the appointment of the Collateral Agent as the hypothecary representative
of the Secured Parties as contemplated under Article 2692 of the CCQ. In the event of the resignation of the Collateral Agent
and appointment of a successor Collateral Agent, such successor Collateral Agent shall also act as hypothecary representative
without further act or formality being required to appoint such successor Collateral Agent as the successor hypothecary representative
for the purposes of any then existing deeds of hypothec. The execution by the Collateral Agent as the hypothecary representative
of the relevant deeds of hypothec or other relevant documentation prior to the date hereof is hereby ratified and confirmed by
each Lender and Issuing Bank. In its capacity of hypothecary representative, the Collateral Agent shall (a) have the sole and
exclusive right and authority to exercise, except as may be otherwise specifically restricted hereunder, all rights and remedies
given to the hypothecary representative pursuant to any hypothec, applicable law or otherwise, (b) benefit from and be subject
to all provisions hereof with respect to the Collateral Agent, mutatis mutandis, including, without limitation, all such provisions
with respect to the liability or responsibility to and indemnification by the Lenders and the Issuing Banks, and (c) be entitled
to delegate from time to time any of its powers or duties under any deed of hypothec or other Loan Document, on such terms and
conditions as it may determine from time to time.


 


SECTION 7.02.  
Certain ERISA Matters.


 


Each of the
Lenders hereby (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, each Agent and each Titled Person and their respective Affiliates and not, for the avoidance of doubt, to or for the benefit
of any Borrower or any other Loan Party, that at least one of the following is and will be true:


 


(a)  such
Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit
Plans with respect to such


 




     


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Lender’s entrance into,
participation in, administration of and performance of the Loans, the Commitments or this Agreement,


 


(b)  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 Commitments and this Agreement,


 


(c)  (i)
such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part
VI of PTE 84-14), (ii) 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 Commitments and this Agreement, (iii) the entrance into, participation
in, administration of and performance of the Loans, the Commitments and this Agreement satisfies the requirements of sub-sections
(b) through (g) of Part I of PTE 84-14 and (iv) 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 Commitments and this Agreement, or


 


(d)  such
other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion,
and such Lender.


 


In addition,
unless either (1) clause (a) in the immediately preceding paragraph is true with respect to a Lender or (2) a Lender has provided
another representation, warranty and covenant in accordance with clause (d) in the immediately preceding paragraph, 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,
each Agent and each Titled Person and their respective Affiliates and not, for the avoidance of doubt, to or for the benefit of
any Borrower or any other Loan Party, that the Administrative Agent is not a fiduciary with respect to the assets of such Lender
involved in such Lender’s entrance into, participation in, administration of and performance of the Loans, the Commitments
and this Agreement (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).


 




     


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ARTICLE
VIII


 



Miscellaneous


 


SECTION 8.01.  
Notices. Except in the case of notices and other communications expressly permitted to be given by telephone (and
subject to the last paragraph of this Section), 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, as follows:


 


(a)  
if to the Borrowers, to the Company at Three Limited Parkway, P.O. Box 16000, Columbus, Ohio 43216, Attention of Treasurer
(Telecopy No. 614-577-3180, email: Treasury@lb.com and TreasuryCashManagement@lb.com)
with copy to General Counsel (Telecopy No. 614-415-7188, email: generalcounsel@lb.com);


 


(b)  
[reserved;]


 


(c)  
if to either Agent for any other purpose, to JPMorgan Chase Bank, N.A., Loan and Agency Services Group, Attention of James
Campbell, 500 Stanton Christiana Rd, NCCS, Floor 01, Newark, DE 19713 (Telecopy No. 302-634-4250, email: james.x.campbell@chase.com);
and


 


(d)  
if to an Issuing Bank, as applicable, to it at (i) JPMorgan Chase Bank, N.A., Attention of James Campbell, 500 Stanton
Christiana Rd, NCCS, Floor 01, Newark, DE 19713 (Telecopy No. 302-634-4250, email: james.x.campbell@chase.com), (ii) Citibank,
N.A., Attention of Piotr Marciszewski, 388 Greenwich Street, New York, NY 10013 (Email: piotr.marciszewski@citi.com; Telecopy
No. 646-737-0678) with a copy to Citibank, N.A., Attention Bank Loans Syndications Department, 1615 Brett Road #3, New Castle,
DE 19720 (Email: GLAgentOfficeOps@citi.com; Telecopy No. 646-274-5080), (iii) Bank of America, N.A., Attention of Alfonso Malave,
Standby L/C Department, MC: PA6-580-02-30, One Fleet Way, Scranton, PA 18507-1999 (Telecopy No. 1-800-370-8743), (iv) Wells Fargo
Bank, National Association, Attention of Lisa Mickelson, 90 South 7th Street, Minneapolis, MN, 55402 (Telecopy No. 877-302-0076),
(v) HSBC Bank USA, N.A., Attention of Head of SBDC Operations- GTRF, 2 Hanson Place, 14th Floor, Brooklyn, NY 11217 (Telecopy
No. 1-866-327-0763, gtrfsdc@us.hsbc.com) or (vi) its address (or telecopy number) specified in writing to the Company and the
Administrative Agent in accordance with this Section 8.01.


 


Any party hereto may change its
address or telecopy number for notices and other communications hereunder by notice to the other parties hereto. Notices sent
by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received;
notices sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours
for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient).
Notices delivered through electronic communications to the extent provided in the immediately subsequent paragraph below, shall
be effective as provided in said paragraph.


 




     


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Notices and
other communications to the Lenders hereunder may be delivered or furnished by electronic communications pursuant to procedures
approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Article II
unless otherwise agreed by the Administrative Agent and the applicable Lender. Either Agent or the Company may, in its discretion,
agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved
by it; provided that approval of such procedures may be limited to particular notices or communications. Unless the Administrative
Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s
receipt of an acknowledgment from the intended recipient (such as by the “return receipt requested” function, as available,
return e-mail or other written acknowledgment), provided that if such notice or other communication is not given during the normal
business hours of the recipient, such notice or communication shall be deemed to have been given at the opening of business on
the next Business Day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be
deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i)
of notification that such notice or communication is available and identifying the website address therefor.


 


SECTION 8.02.  
Waivers; Amendments. (a)  No failure or delay by the Administrative Agent, any Issuing Bank or any Lender
in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any
such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further
exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, any Issuing
Bank and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies that they would otherwise have.
No waiver of any provision of this Agreement or consent to any departure by any Borrower therefrom shall in any event be effective
unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only
in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of
a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative
Agent, any Lender or any Issuing Bank may have had notice or knowledge of such Default at the time.


 


(b)  
Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements
in writing entered into by the Borrowers and the Required Lenders or by the Borrowers and the Administrative Agent with the consent
of the Required Lenders; provided that no such agreement shall (i) increase the Commitment of any Lender without the written
consent of such Lender, (ii) reduce the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon,
or reduce any fees payable by the Borrowers hereunder, without the written consent of each Lender affected thereby, (iii) postpone
the scheduled date of payment of the principal amount of any Loan or LC Disbursement, or any interest thereon, or any fees payable
by the Borrowers hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of


 




     


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expiration
of any Commitment, without the written consent of each Lender affected thereby, (iv) change Section 2.17(b) or (c) in a manner
that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender, or (v) change
any of the provisions of this Section or the definition of “Required Lenders” or any other provision hereof specifying
the number or percentage of Lenders (or Lenders of any Class) required to waive, amend or modify any rights hereunder or make
any determination or grant any consent hereunder, without the written consent of each Lender (or each Lender of such Class, as
the case may be); provided further that (i) no such agreement shall amend, modify or otherwise affect the rights or duties
of the Administrative Agent or any Issuing Bank hereunder without the prior written consent of the Administrative Agent or any
Issuing Bank, as the case may be, and (ii) any waiver, amendment or modification of this Agreement that by its terms affects the
rights or duties under this Agreement of the Lenders of any Class (but not the Lenders of other Classes) may be effected by an
agreement or agreements in writing entered into by the Company and requisite percentage in interest of the affected Class of Lenders.
Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrowers,
the Required Lenders and the Administrative Agent (and, if their rights or obligations are affected thereby, any Issuing Bank)
if (i) by the terms of such agreement the Commitment of each Lender not consenting to the amendment provided for therein shall
terminate upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender not consenting
thereto receives payment in full of the principal of and interest accrued on each Loan made by it and all other amounts owing
to it or accrued for its account under this Agreement.


 


(c)  
Notwithstanding the foregoing, if the Administrative Agent and the Company acting together identify any ambiguity, omission,
mistake, typographical error or other defect in any provision of this Agreement or any other Loan Document, then the Administrative
Agent and the Borrower shall be permitted to amend, modify or supplement such provision to cure such ambiguity, omission, mistake,
typographical error or other defect, and such amendment shall become effective without any further action by or consent of any
other party to this Agreement.


 


SECTION 8.02A.Certain
ABL Amendments. (a) Notwithstanding anything herein to the contrary, no agreement or agreements entered into by the Borrowers
and the Required Lenders or by the Borrowers and the Administrative Agent with the consent of the Required Lenders shall (i) change
any of the provisions of this Section, the definition of “Borrowing Base” or any of the component definitions thereof,
or increase any advance rate used in computing the Borrowing Base, or add any new asset class to the Borrowing Base, in each case,
in a manner that could result in increased borrowing availability, it being understood that changes in Reserves implemented by
the Collateral Agent in its Permitted Discretion in accordance with the terms hereof shall not be subject to the consent of the
Supermajority Lenders, (ii) release the Company or all or substantially all the value of the Guarantees provided by the Subsidiary
Loan Parties (including, in each case, by limiting liability in respect thereof) under the Collateral Documents (except for any
such release by the Collateral Agent in connection with any sale or other disposition of any Subsidiary Loan Party permitted hereunder),
it being understood that an amendment or other modification of the types of obligations


 




     


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guaranteed
under the Collateral Documents shall not be deemed to be a release or limitation of any Guarantee or (iii) release all or substantially
all the Collateral from the Liens created under the Collateral Documents, or subordinate any such Liens (except as expressly provided
in Article VII or Section 8.19 and except for any such release by the Collateral Agent in connection with any sale or other disposition
of the Collateral upon the exercise of remedies under the Collateral Documents), it being understood that an amendment or other
modification of the types of obligations secured by the Collateral Documents shall not be deemed to be a release of the Collateral
from the Liens created thereunder, in each case of clauses (i), (ii) and (iii), without the written consent of the Supermajority
Lenders.


 


(b)  Notwithstanding
anything herein to the contrary, no agreement or agreements entered into by the Borrowers and the Required Lenders or by the Borrowers
and the Administrative Agent with the consent of the Required Lenders shall change the definition of “Supermajority Lenders”,
without the written consent of each Lender.


 


SECTION 8.03.  
Expenses; Indemnity; Damage Waiver. (a)  The Company shall pay (i) all reasonable out-of-pocket expenses
incurred by the Agents and their respective Affiliates, including the reasonable fees, charges and disbursements of a single counsel
for the Agents, as applicable, in connection with the syndication of the credit facilities provided for herein, the preparation
and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof (whether or not
the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by
the Agents in connection with field examinations and appraisals conducted in connection with the establishment of the credit facilities
provided for herein or provided for in the Loan Documents and/or any internally allocated charges relating to any field examinations
or appraisals conducted by either Agent and (iii) if an Event of Default occurs, all reasonable out-of-pocket expenses incurred
by either Agent, any Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for either Agent,
any Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with the Loan Documents.


 


(b)  
The Company shall indemnify each Agent, any Issuing Bank and each Lender, and each Related Party of any of the foregoing
Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any
and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of
any counsel for any Indemnitee in connection with any investigative, administrative or judicial proceeding, whether or not such
Indemnitee shall be designated a party thereto, which may be incurred by any Indemnitee, relating to or arising out of any actual
or proposed use of proceeds of Loans hereunder for the purpose of acquiring equity securities of any Person or any exercise of
remedies under the Loan Documents; provided that no Indemnitee shall have the right to be indemnified hereunder (i) with
respect to the acquisition of equity securities of a wholly-owned Subsidiary, or of a Person who prior to such acquisition did
not conduct any business or (ii) for its own gross negligence or willful misconduct determined by a final non appealable decision
of a court of competent jurisdiction. This Section 8.03(b) shall not apply with respect to Taxes


 




     


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other than
any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.


 


(c)  
To the extent that the Company fails to pay any amount required to be paid by it to either Agent or any Issuing Bank under
paragraph (a) or (b) of this Section, (i) each Lender, in the case of this Agreement, severally agrees to pay to the Administrative
Agent or Issuing Bank, as the case may be, such Lender’s ratable share (determined in accordance with such Lender’s
share of the Aggregate Commitments or, if the Commitments have terminated, the Aggregate Credit Exposure, in each case as of the
time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount and (ii) each Secured Party,
in the case of the Collateral Agreements, severally agrees to pay to the Collateral Agent such Secured Party’s ratable share
(determined in accordance with such Secured Party’s share of the Obligations) of such unpaid amount; provided that
the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by
or asserted against such Agent or Issuing Bank in its capacity as such.


 


(d)  
To the extent permitted by applicable law, no Borrower shall assert, and hereby waives, any claim against any Indemnitee,
on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages)
arising out of, in connection with, or as a result of, the Loan Documents or any agreement or instrument contemplated hereby,
the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof; provided that the foregoing waiver shall
not apply to special, indirect or consequential damages (but shall apply to punitive damages) attributable to the failure of a
Lender to fund Loans, when required to do so hereunder, promptly after the receipt of notice of such failure.


 


(e)  
All amounts due under this Section shall be payable promptly after written demand therefor.


 


SECTION 8.04.  
Successors and Assigns. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns permitted hereby (including any Affiliate of any Issuing Bank that
issues any Letter of Credit), except that (i) other than pursuant to a merger permitted under Section 5.12, no Borrower
may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and
any attempted assignment or transfer by a 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 (including any Affiliate of any Issuing Bank that issues any Letter of Credit), Participants (to the extent provided
in paragraph (c) of this Section) and, to the extent expressly contemplated hereby, the Related Parties of each of the Agents,
any Issuing Bank and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.


 




     


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(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 Loans
at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld) of:


 


(A)  
the Company; provided that no consent of the Company shall be required for an assignment to a Lender, an Affiliate
of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided,
further, that the Company shall be deemed to have consented to any such assignment unless it shall object thereto by written
notice to the Administrative Agent within ten (10) Business Days after having received notice thereof;


 


(B)   
the Administrative Agent; and


 


(C)   
in the case of any assignment of all or a portion of the Commitments of any Class under which Letters of Credit may be
issued hereunder, each Issuing Bank of such Class.


 


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


 


(A)  
except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount
of the assigning Lender’s Commitment or Loans of any Class, the amount of the Commitment or Loans of any Class of the assigning
Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment
is delivered to the Administrative Agent) shall not be less than $10,000,000 unless each of the Company and the Administrative
Agent otherwise consents; provided that no such consent of the Company shall be required if an Event of Default has occurred
and is continuing;


 


(B)   
each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights
and obligations under this Agreement as such rights and obligations relate to the Class of Loans or Commitments being assigned;


 


(C)   
the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together
with a processing and recordation fee of $3,500;


 


(D)  
the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and


 


(E)   
no assignment shall be made to the Company or any of its Affiliates.


 




     


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(iii)  
Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section, from and after the effective
date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest
assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning
Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations
under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and
obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits
of Sections 2.14, 2.15, 2.16, 2.21 and 8.03). Any assignment or transfer by a Lender of rights or obligations under this
Agreement that does not comply with this Section 8.04 shall be treated for purposes of this Agreement as a sale by such Lender
of a participation in such rights and obligations in accordance with paragraph (c) of this Section.


 


(iv)  
The Administrative Agent, acting for this purpose as an agent of the Company, shall maintain at one of its offices a copy
of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders,
and the Commitment of, and principal amount of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof
from time to time (the “Register”). The entries in the Register shall be conclusive, in the absence of manifest
error, and the Borrowers, the Administrative Agent, any Issuing Bank and the Lenders may treat each Person whose name is recorded
in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice
to the contrary. The Register shall be available for inspection by the Borrowers, any Issuing Bank 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 Assumption executed by an assigning Lender and an assignee, the assignee’s
completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation
fee referred to in paragraph (b) of this Section and any written consent to such assignment required by paragraph (b) of this
Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in
the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided
in this paragraph.


 


(c)  
(i) Any Lender may, without the consent of the Borrowers, the Administrative Agent or any Issuing Bank, sell participations
to one or more banks or other entities (a “Participant”) in all or a portion of such Lender’s rights
and obligations under this Agreement (including all or a portion of its Commitment and the 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 Borrowers, the Administrative
Agent,


 




     


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any Issuing
Bank and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s
rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation
shall provide that such Lender shall retain the sole right to enforce 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), (iii) or (iv) of the first proviso to Section 8.02(b) that affects such Participant. Subject to paragraph (c)(ii) of
this Section, the Borrowers agree that each Participant shall be entitled to the benefits of Sections 2.14, 2.15, 2.16 (subject
to the requirements and limitations therein) and 2.21 to the same extent as if it were a 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 8.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.17(c)
as though it were a Lender.


 


(ii)   
A Participant shall not be entitled to receive any greater payment under Section 2.14, 2.16 or 2.21 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 Company’s prior written consent. A Participant that would be a Foreign
Lender if it were a Lender shall not be entitled to the benefits of Section 2.16 unless the Company is notified of the participation
sold to such Participant and such Participant agrees, for the benefit of the Borrowers, to comply with Section 2.16(e) as
though it were a Lender.


 


(iii)  
Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrowers, maintain a register
on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s
interest in the Loans or other obligations under the Loan Documents (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 commitments, loans, letters of
credit or its other obligations under any Loan Document) except to the extent that such disclosure is necessary to establish that
such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States
Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall
treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this
Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as
Administrative Agent) shall have no responsibility for maintaining a Participant Register.


 


(d)  
Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement
to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or


 




     


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other central
banking authority, and this Section shall not apply to any such pledge or assignment of a security interest; provided that
no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute
any such pledgee or assignee for such Lender as a party hereto.


 


SECTION 8.05.  
Survival. All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents
and in the certificates or other instruments delivered in connection with or pursuant to any Loan Document shall be considered
to have been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the
making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on
its behalf and notwithstanding that the Administrative Agent, any Issuing Bank or any Lender may have had notice or knowledge
of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full
force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under
this Agreement is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired
or terminated. The provisions of Sections 2.14, 2.15, 2.16, 2.21 and 8.03 and Article VII shall survive and remain in
full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the
expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement or any provision hereof.


 


SECTION 8.06.  
Counterparts; Integration; Effectiveness; Electronic Execution. (a) This Agreement may be executed in counterparts
(and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when
taken together shall constitute a single contract. This Agreement, the other Loan Documents and any separate letter agreements
with respect to fees payable to the Administrative Agent and the initial Lenders constitute the entire contract among the parties
relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating
to the subject matter hereof. This Agreement shall become effective as provided in the Restatement Agreement.


 


(b)  
Delivery of an executed counterpart of a signature page of this Agreement 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. 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 or any other Loan Document
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, or the
Electronic Commerce Act (Ontario) or other similar provincial legislation; provided that


 




     


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nothing herein
shall require any Agent to accept electronic signatures in any form or format without its prior written consent. Without limiting
the generality of the foregoing, the Company hereby (i) agrees that, for all purposes, including without limitation, in connection
with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Agents, the Lenders and
the Loan Parties, electronic images of this Agreement or any other Loan Documents (in each case, including with respect to any
signature pages thereto) shall have the same legal effect, validity and enforceability as any paper original, and (ii) waives
any argument, defense or right to contest the validity or enforceability of the Loan Documents based solely on the lack of paper
original copies of any Loan Documents, including with respect to any signature pages thereto.


 


SECTION 8.07.  
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 8.08.  
Right of Setoff. If any Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates
is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all
deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by
such Lender or Affiliate to or for the credit or the account of any Borrower against any and all the obligations then due of such
Borrower now or hereafter existing under this Agreement held by such Lender. The rights of each Lender under this Section are
in addition to other rights and remedies (including other rights of setoff) which such Lender may have.


 


SECTION 8.09.  
Governing Law; Jurisdiction; Consent to Service of Process. (a) This Agreement and any Letters of Credit issued
hereunder shall be construed in accordance with and governed by the law of the State of New York.


 


(b)  
Each Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction
of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern
District of New York, and any appellate court from any thereof, in any suit, action, proceeding, claim or counterclaim arising
out of or relating to any Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby
irrevocably and unconditionally agrees, to the fullest extent permitted under applicable law, that all claims in respect of any
such suit, action, proceeding, claim or counterclaim may be heard and determined in such New York State or Federal court.
Each of the parties hereto agrees that a final judgment in any such suit, action, proceeding, claim or counterclaim 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 any Loan
Document shall affect any right that either Agent, any Issuing Bank or any Lender may otherwise have to bring any suit, action,
proceeding, claim or counterclaim


 




     


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relating to
any Loan Document against any Borrower or its properties in the courts of any jurisdiction.


 


(c)  
Each Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so,
any objection which it may now or hereafter have to the laying of venue of any suit, action, proceeding, claim or counterclaim
arising out of or relating to any Loan Document in any court referred to in paragraph (b) of this Section. Each of the parties
hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance
of such suit, action, proceeding, claim or counterclaim in any such court.


 


(d)  
Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.01.
Nothing in any Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted
by law.


 


SECTION 8.10.  
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 SUIT, ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM DIRECTLY OR INDIRECTLY ARISING OUT OF OR
RELATING TO ANY LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).
EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR
OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES
THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS
AND CERTIFICATIONS IN THIS SECTION.


 


SECTION 8.11.  
Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only,
are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this
Agreement.


 


SECTION 8.12.  
Confidentiality. Each of the Agents, any Issuing Bank and the Lenders agrees to maintain the confidentiality of
the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors,
officers, employees and agents, including accountants, legal counsel, insurers, insurance brokers, service providers and other
advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of
such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority,
(c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other
party to this Agreement, (e) in connection with the exercise of any remedies under any Loan Document or any suit, action
or proceeding relating to any Loan Document or the


 




     


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enforcement
of rights thereunder, (f) subject to an agreement containing provisions substantially the same as 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
(or any of its agents or professional advisors), (g) on a confidential basis to the CUSIP Service Bureau or any similar agency
in connection with the issuance and monitoring of CUSIP numbers with respect to the credit facilities provided for herein, (h) in
the case of information with respect to this Agreement that is of the type routinely provided by arrangers to such providers,
to data service providers, including league table providers, that serve the lending industry, (i) with the consent of the Company
or (j) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section
or (ii) becomes available to either Agent, any Issuing Bank or any Lender on a nonconfidential basis from a source other
than the Company or the Subsidiaries. For the purposes of this Section, “Information” means all information
received from the Company or any Subsidiary relating to the Company, the Company’s business, a Subsidiary or a Subsidiary’s
business, other than any such information that is available to either Agent, any Issuing Bank or any Lender on a nonconfidential
basis prior to disclosure by the Company or the Subsidiaries. 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.


 


SECTION 8.13.  
Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable
to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable law
(collectively the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”)
which may be contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable
law, the rate of interest payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall
be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of
such Loan but were not payable as a result of the operation of this Section shall be cumulated and the interest and Charges payable
to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated
amount, together with interest thereon at the Federal Funds Effective Rate to the date of repayment, shall have been received
by such Lender.


 


SECTION 8.14.  
Collateral. Each of the Lenders represents to the Agents and each of the other Lenders that it in good faith is
not relying upon any “margin stock” (as defined in Regulation U of the Board) as collateral in the extension
or maintenance of the credit provided for in this Agreement. In addition, no Borrower will use or permit any proceeds of the Loans
to be used in any manner which would violate or cause any Lender to be in violation of Regulation U of the Board.


 


SECTION 8.15.  
USA Patriot Act and Beneficial Ownership Regulation. Each Lender hereby notifies the Borrowers that pursuant to
the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot



 




     


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Act”)
and/or the Beneficial Ownership Regulation, it is required to obtain, verify and record information that identifies each Borrower,
which information includes the name and address of each Borrower and other information that will allow such Lender to identify
each Borrower in accordance with the Patriot Act and the Beneficial Ownership Regulation.


 


SECTION 8.16.  
Canadian Anti-Money Laundering Legislation.


 


(a)  
The Loan Parties acknowledge that, pursuant to the Proceeds of Crime (Money Laundering) and Terrorist Financing Act
(Canada) and other applicable anti-money laundering, anti-terrorist financing, government sanction and “know your client”
laws (collectively, including any guidelines or orders thereunder, “AML Legislation”), the Lenders may be required
to obtain, verify and record information regarding the Loan Parties, their directors, authorized signing officers, direct or indirect
shareholders or other Persons in control of the Loan Parties, and the transactions contemplated hereby. The Loan Parties shall
promptly provide all such information in their possession, including supporting documentation and other evidence, as may be reasonably
requested by any Lenders, or any prospective assignee or participant of a Lender, in order to comply with any applicable AML Legislation,
whether now or hereafter in existence.


 


(b)  
If the Administrative Agent has ascertained the identity of any Loan Party or any authorized signatories of any Loan Party
for the purposes of applicable AML Legislation, then the Administrative Agent:


 


(i)  
shall be deemed to have done so as an agent for each Lender, and this Agreement shall constitute a “written agreement”
in such regard between the Administrative Agent and each other Lender within the meaning of the applicable AML Legislation; and


 


(ii)   
shall provide to each Lender copies of all information obtained in such regard without any representation or warranty as
to its accuracy or completeness.


 


(c)  
Notwithstanding the preceding sentence and except as may otherwise be agreed in writing, each of the Lenders agrees that
the Administrative Agent has no obligation to ascertain the identity of any Loan Party or any authorized signatories of any Loan
Party on behalf of any Credit Party, or to confirm the completeness or accuracy of any information it obtains from any Loan Party
or any such authorized signatory in doing so.


 


SECTION 8.17.  
Continuing Obligations. On the Restatement Effective Date, this Agreement shall amend and restate the Existing Credit
Agreement in its entirety but, for the avoidance of doubt, shall not constitute a novation of the parties’ rights and obligations
thereunder. On the Restatement Effective Date, the rights and obligations of the parties hereto evidenced by the Existing Credit
Agreement shall be evidenced by this Agreement and the other Loan Documents, the “Loans” as defined in


 




     


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the Existing
Credit Agreement shall remain outstanding and be continued as, and converted to, Loans as defined herein and the existing Letters
of Credit issued by the Issuing Banks (as defined in the Existing Credit Agreement) for the account of the Company prior to the
Restatement Effective Date shall remain issued and outstanding and shall be deemed to be Letters of Credit under this Agreement,
and shall bear interest and be subject to such other fees as set forth in this Agreement. All interest and fees and expenses,
if any, owing or accruing under or in respect of the Existing Credit Agreement through the Restatement Effective Date (including
any Eurodollar Breakage Costs, as defined therein) shall be calculated as of the Restatement Effective Date (pro-rated in the
case of any fractional periods), and shall be paid on the Restatement Effective Date.


 


SECTION 8.18.  
Judgment Currency. (a) If, for the purpose of obtaining judgment in any court, it is necessary to convert a sum
owing hereunder in US Dollars into another currency, each party hereto agrees, to the fullest extent that it may effectively do
so, that the rate of exchange used shall be that at which in accordance with normal banking procedures in the relevant jurisdiction
US Dollars could be purchased with such other currency on the Business Day immediately preceding the day on which final judgment
is given.


 


(b)  
The obligations of each party hereto in respect of any sum due to any other party hereto or any holder of the obligations
owing hereunder (the “Applicable Creditor”) shall, notwithstanding any judgment in a currency (the “Judgment
Currency”) other than US Dollars, be discharged only to the extent that, on the Business Day following receipt by the
Applicable Creditor of any sum adjudged to be so due in the Judgment Currency, the Applicable Creditor may in accordance with
normal banking procedures in the relevant jurisdiction purchase US Dollars with the Judgment Currency; if the amount of US Dollars
so purchased is less than the sum originally due to the Applicable Creditor in US Dollars, such party agrees, as a separate obligation
and notwithstanding any such judgment, to indemnify the Applicable Creditor against such deficiency. The obligations of the parties
contained in this Section shall survive the termination of this Agreement and the payment of all other amounts owing hereunder.


 


SECTION
8.19.  
Intercreditor Agreement. (a) Each of the Lenders, the Issuing Banks and the other Secured Parties acknowledges that
obligations of the Company and the other Loan Parties under the Permitted Non-ABL Indebtedness, upon incurrence thereof, may be
secured by Liens on assets of the Company and the Subsidiary Loan Parties that constitute Collateral (and by fee-owned real property
of the Company and the Subsidiary Loan Parties, whether or not such fee-owned real property constitutes Collateral), and that
the relative Lien priority and other creditor rights of the Secured Parties and the secured parties in respect of Permitted Non-ABL
Indebtedness will be set forth in an Intercreditor Agreement. Each of the Lenders, the Issuing Banks and the other Secured Parties
hereby irrevocably authorizes and directs the Collateral Agent to execute and deliver, in each case on behalf of such Secured
Party and without any further consent, authorization or other action by such Secured Party, (i) from time to time upon the request
of the Company, in connection with the establishment, incurrence, amendment, refinancing or replacement of any Permitted Non-ABL
Indebtedness, any Intercreditor Agreement (it being understood and agreed that the Collateral Agent is


 




     


    133 


    

hereby
authorized and directed to determine the terms and conditions of each Intercreditor Agreement as contemplated by the definition
of the term “Intercreditor Agreement”, and that notwithstanding anything herein to the contrary, the Collateral Agent
shall not be liable for, or be responsible for any loss, cost or expense suffered by any Lender, any Issuing Bank or any other
Secured Party, or by any Loan Party, as a result of, any such determination) and (ii) any documents relating thereto.


 


(b)  
Each of the Lenders, the Issuing Banks and the other Secured Parties hereby irrevocably (i) consents to the subordination
of the Liens on the Non-ABL Priority Collateral securing the Obligations on the terms set forth in each Intercreditor Agreement,
(ii) agrees that, upon the execution and delivery thereof, such Secured Party will be bound by the provisions of each Intercreditor
Agreement as if it were a signatory thereto and will take no actions contrary to the provisions thereof, (iii) agrees that no
Secured Party shall have any right of action whatsoever against the Collateral Agent as a result of any action taken by the Collateral
Agent pursuant to this Section or in accordance with the terms of any Intercreditor Agreement and (iv) authorizes and directs
the Collateral Agent to carry out the provisions and intent of each such document.


 


(c)  
Each of the Lenders, the Issuing Banks and the other Secured Parties hereby irrevocably further authorizes and directs
the Collateral Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization
or other action by such Secured Party, any amendments, supplements or other modifications of each Intercreditor Agreement that
the Company may from time to time request (i) to give effect to any establishment, incurrence, amendment, extension, renewal,
refinancing or replacement of any Permitted Non-ABL Indebtedness, (ii) to confirm for any party that the Intercreditor Agreement
is effective and binding upon the Collateral Agent on behalf of the Secured Parties or (iii) to effect any other amendment, supplement
or modification so long as the resulting agreement would constitute an Intercreditor Agreement if executed at such time as a new
agreement.


 


(d)  
Each of the Lenders, the Issuing Banks and the other Secured Parties hereby irrevocably further authorizes and directs
the Collateral Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization
or other action by such Secured Party, any amendments, supplements or other modifications of any Collateral Document to add or
remove any legend that may be required pursuant to any Intercreditor Agreement.


 


(e)  
Each of the Lenders, the Issuing Banks and the other Secured Parties acknowledges and agrees that JPMorgan Chase Bank,
N.A., or one or more of its Affiliates may (but is not obligated to) act as Collateral Agent, collateral agent or a similar representative
for the holders of any Permitted Non-ABL Indebtedness (and may itself be a holder of any Permitted Non-ABL Indebtedness) and,
in any such capacity, may be a party to any Intercreditor Agreement. Each of the Lenders, the Issuing Banks and the other Secured
Parties waives any conflict of interest in connection therewith and agrees not to assert against JPMorgan Chase Bank, N.A. or
any of its Affiliates any claims, causes of action, damages or liabilities of whatever kind or nature relating thereto.


 




     


    134 


    

(f)   
The Collateral Agent shall have the benefit of the provisions of Article VII and Section 8.03 with respect to all
actions taken by it pursuant to this Section or in accordance with the terms of any Intercreditor Agreement to the full extent
thereof.


 


(g)  
Each Secured Party, whether or not a party hereto, will be deemed, by its acceptance of the benefits of the Collateral
and of the Guarantees of the Obligations provided under the Loan Documents, to have agreed to the provisions of this Section 8.19.


 


SECTION 8.20.  
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 the parties hereto, 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 an Affected Financial
Institution, its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares
or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement
or any other Loan Document; or


 


(iii)  
the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of
the applicable Resolution Authority.


 


SECTION 8.21.  
Acknowledgement Regarding Any Supported QFCs. (a) To the extent that the Loan Documents provide support, through
a guarantee or otherwise, for Hedging 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


 




     


    135 


    

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).


 


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


 


SECTION 8.22.  
MIRE Events. Each of the parties hereto acknowledges and agrees that, if there are any Mortgaged Properties, any
increase, extension or renewal of any of the Commitments or Loans (including the provision of Incremental Revolving Loans) or
any other incremental or additional credit facilities hereunder, but excluding (a) any continuation or conversion of borrowings,
(b) the making of any Revolving Loans or (c) the issuance, renewal or extension of Letters of Credit shall be subject to and conditioned
upon: (i) the prior delivery of all flood hazard determination certifications, acknowledgements and evidence of flood insurance
and other flood-related documentation with respect to such Mortgaged Properties as required by the Flood Insurance Laws and as
otherwise reasonably required by the Administrative Agent and (ii) the Administrative Agent shall have received written confirmation
from the Lenders that flood insurance due diligence and flood insurance compliance have been completed by the Lenders (such written
confirmation not to be unreasonably conditioned, withheld or delayed).


 


SECTION 8.23.  
Release. It is understood and agreed that, pursuant to clause (b) of the eighth paragraph of Article VII and Section
7.13(c) of the Collateral Agreement, on the Closing Date (as defined in the VS Transaction Agreement), each of the Guarantors
disposed of pursuant to the VS Transaction Agreement shall automatically be released from its obligations under the Loan Documents
and the Security Interest in the Collateral (as defined in the Collateral Agreement) of such Guarantor shall be automatically
released upon the consummation of such dispositions. Pursuant to Section 7.13(e) of the Collateral Agreement, the Collateral Agent
shall execute and deliver to the


 




     


    136 


    

Company, at
the Company’s expense, all documents that the Company shall reasonably request to evidence such release.


 




     


     


    

SCHEDULE 1.01(a)


 


Unrestricted
Subsidiaries


 


		1.	MORSO Holding Co. and all of
                                         its subsidiaries



 


		2.	Retail Transportation Company
                                         and all of its subsidiaries



 




     


     


    

SCHEDULE 2.01


 


Commitments


 


	Lender	Commitment
	JPMorgan
    Chase Bank, N.A.	$102,500,000
	Bank
    of America, N.A.	$102,500,000
	Barclays
    Bank PLC	$102,500,000
	Citibank,
    N.A.	$102,500,000
	HSBC
    Bank USA, N.A.	$102,500,000
	Wells
    Fargo Bank, National Association	$102,500,000
	Industrial
    & Commercial Bank of China Ltd., New York Branch	$60,000,000
	KeyBank
    National Association	$60,000,000
	Mizuho
    Bank, Ltd.	$60,000,000
	The
    Huntington National Bank	$50,000,000
	PNC
    Bank, National Association	$50,000,000
	The
    Bank of Nova Scotia	$35,000,000
	MUFG
    Bank, Ltd.	$35,000,000
	U.S.
    Bank National Association	$35,000,000
	TOTAL	$1,000,000,000




     


     


    

SCHEDULE 3.05


 


Disclosed
Matters


 


		1.	On April 22, 2020 SP VS Buyer
                                         LP filed a complaint in the Court of Chancery of the State of Delaware (Case No. 2020-0297)
                                         (the “VS Buyer Complaint”) against L Brands, Inc. seeking declaratory
                                         judgment that its termination of its agreement to acquire a majority interest in the
                                         Victoria’s Secret Business (as defined in the Sycamore Complaint) was valid.



 


		2.	On April 23, 2020 L Brands, Inc.
                                         filed a complaint in the Court of Chancery of the State of Delaware (Case No. 2020-0304)
                                         (the “L Brands Complaint”) against SP VS Buyer L.P., Sycamore Partners
                                         III, L.P. and Sycamore Partners III-A, L.P. (together, “Sycamore”)
                                         seeking specific performance of Sycamore’s obligation to consummate the purchase
                                         of a 55% interest in Victoria’s Secret (as defined in the L Brands Complaint).



 


		3.	On April 24, 2020 Sycamore Partners
                                         III, L.P. and Sycamore Partners III-A, L.P. filed a complaint in the Court of Chancery
                                         of the State of Delaware (the “Sycamore Complaint”) seeking a declaration
                                         that all rights and obligations under the equity commitment letter between Investors
                                         (as defined in the Sycamore Complaint) and SP VS Buyer LP have expired and terminated.



 




     


     


    

SCHEDULE 3.07


 


Consolidated Domestic
and Canadian Subsidiaries


 


	 	Subsidiary
    Name	Jurisdiction
    of Organization	Material
    Subsidiary as of the Restatement Effective Date (Yes/No)
	1.   
     	3329030 Nova Scotia
    Company	Nova Scotia	No
	2.   
     	American Licensing
    Group L.P.	Delaware	No
	3.   
     	Bath & Body Works
    (Canada) Corp.	Nova Scotia	Yes
	 	Bath & Body Works
    Brand Management, Inc.	Delaware	Yes
	 	Bath & Body Works
    Direct, Inc.	Delaware	Yes
	 	Bath & Body Works
    GC, LLC	Ohio	No
	 	Bath & Body Works,
    LLC	Delaware	Yes
	 	beautyAvenues, LLC	Delaware	Yes
	 	Bendelco, Inc.	Delaware	No
	 	Brymark, Inc.	Delaware	No
	 	Distribution Land
    Corp.	Delaware	No
	12. 
     	Distribution Land
    Company, LLC	Delaware	No
	 	Far West Factoring,
    LLC	Nevada	No
	 	Henri Bendel, LLC	Delaware	No
	 	Henri Bendel GC LLC	Ohio	No
	 	I.B.I. Holdings, Inc.	Nevada	No
	17. 
     	IB US Retail Holdings,
    Inc.	Delaware	No
	 	Independent Production
    Services, Inc.	Delaware	No
	 	Intermark Development
    Group, Inc.	Delaware	No
	 	Intimate Brands Holding,
    LLC	Delaware	Yes




     


     


    

SCHEDULE 3.07


 


	 	Subsidiary
    Name	Jurisdiction
    of Organization	Material
    Subsidiary as of the Restatement Effective Date (Yes/No)
	 	Intimate
    Brands, Inc.	Delaware	Yes
	 	L Brands (Overseas),
    Inc.	Delaware	No
	 	L Brands Direct Fulfillment,
    Inc.	Delaware	Yes
	 	L Brands Direct Media
    Production, Inc.	Delaware	No
	 	L Brands New York,
    Inc.	Delaware	No
	 	L Brands Service Company,
    LLC	Delaware	Yes
	 	L Brands Store Design
    & Construction, Inc.	Delaware	Yes
	 	L Brands, Inc.	Delaware	No
	29. 
     	La Senza Corporation	Nova Scotia	Yes
	30. 
     	La Senza, Inc.	Delaware	No
	 	La Senza GC, LLC	Ohio	No
	 	La Senza Stores, LLC	Delaware	No
	 	Direct Factoring,
    LLC	Nevada	Yes
	34. 
     	LB US Holding, Inc.	Delaware	No
	 	LBPMUS, LLC	Delaware	No
	 	Limco, Inc.	Delaware	No
	 	LMEX Holdings, LLC	Delaware	No
	 	LOI Holdings LLC	Delaware	No
	 	Lone Mountain Factoring,
    LLC	Nevada	No
	 	Lord Murphy Properties,
    LLC	Delaware	No
	41. 
     	LSC Retail Holdings,
    LLC	Delaware	No




     


     


    

SCHEDULE 3.07


 


	 	Subsidiary
    Name	Jurisdiction
    of Organization	Material
    Subsidiary as of the Restatement Effective Date (Yes/No)
	 	MA
    Holdings, Inc.	Nevada	No
	 	Mast Industries Sourcing,
    Inc.	Delaware	No
	 	MII Brand Import,
    LLC	Delaware	Yes
	 	Mast Logistics Services,
    Inc.	Delaware	No
	 	Mast Technology Services,
    Inc.	Delaware	No
	47. 
     	New Vision Insurance,
    Ltd.	Delaware	No
	 	New Vision (U.S.),
    Inc.	Delaware	No
	 	Niacorp Commercial,
    Inc.	Nevada	No
	 	OHI Holdings, LLC	Delaware	No
	 	Oldco, Inc.	Delaware	No
	 	Overseas Holdings,
    Inc.	Delaware	No
	 	Retail Brands Assets,
    Inc.	Delaware	No
	 	Retail Brands Direct,
    Inc.	Delaware	No
	 	Retail Brands Factoring
    Inc.	Nevada	No
	 	Retail Brands Service
    Corporation II	Delaware	No
	 	Retail Brands Specialties,
    Inc.	Delaware	No
	 	Retail Brokerage Solutions,
    Inc.	Delaware	No
	 	Retail Store Operations,
    Inc.	Delaware	No
	 	Slatkin & Co.,
    Inc.	New York	No
	61. 
     	Tri State Factoring,
    LLC	Nevada	No
	 	Victoria’s Secret
    Beauty Company	Delaware	No
	63. 
     	Victoria’s Secret
    (Canada) Corp.	Nova Scotia	Yes




     


     


    

SCHEDULE 3.07


 


	 	Subsidiary
    Name	Jurisdiction
    of Organization	Material
    Subsidiary as of the Restatement Effective Date (Yes/No)
	 	Victoria’s
    Secret Direct Brand Management, LLC	Delaware	Yes
	 	Victoria’s Secret
    Direct GC, LLC	Ohio	No
	 	Victoria’s Secret
    Direct New York, LLC	Delaware	No
	67. 
     	Victoria’s Secret
    Intl Corp.	Delaware	No
	 	Victoria’s Secret
    Stores Brand Management, Inc.	Delaware	Yes
	 	Victoria’s Secret
    Stores GC, LLC	Ohio	No
	 	Victoria’s Secret
    Stores, LLC	Delaware	Yes
	71. 
     	VS Service Company,
    LLC	Delaware	No




     


     


    

SCHEDULE 3.12


 


Credit
Card Agreements


 


		1.	Private Label Credit
Card Program Agreement dated as of June 1, 2018 between Victoria’s Secret Stores, LLC, the subsidiaries named therein and
Comenity Bank.




 


		2.	First Amendment to the
Private Label Credit Card Program Agreement dated as of June 1, 2018 between Victoria’s Secret Stores, LLC, the subsidiaries
named therein and Comenity Bank.



 


		3.	Agreement for American
Express Card Acceptance dated as of January 1, 2013 between the Company and American Express Travel Related Services Company,
Inc.



 


		4.	Agreement for American
Express Card Acceptance dated as of October 15, 2009 between the Company and Amex Bank of Canada.



 


		5.	Master Services Agreement
dated as of April 29, 2016 between the Company, First Data Services, LLC and Bank of America, N.A.



 


		6.	Amendment No. 1 to the
Master Services Agreement dated as of April 29, 2016 between the Company, First Data Services, LLC and Bank of America, N.A.



 


		7.	Merchant Services Agreement
dated as of May 1, 2006 between the Company and Discover Financial Services LLC.



 


		8.	Retailer Agreement dated as
                                         of October 10, 2014 between L Brands Direct Fulfillment, Inc. and US Direct Ecommerce
                                         Limited d/b/a eShopWorld.



 


		9.	Merchant Agreement dated as
                                         of September 20, 2013 between Limited Brands Direct Fulfillment, Inc. and PayPal, Inc.



 


		10.	Moneris VISA National Account
                                         Merchant Agreement dated as of June 1, 2016 between the Company, Moneris Solutions Corporation
                                         and Royal Bank of Canada.



 


		11.	Amending Agreement dated as
                                         of May 1, 2018 between the Company, Moneris Solutions Corporation, Royal Bank of Canada
                                         and Bank of Montreal.



 


		12.	Moneris UnionPay National Account
                                         Merchant Agreement dated as of July 25, 2019 between the Company and Moneris Solutions
                                         Corporation.



 


		13.	Moneris Discover National Account
                                         Merchant Agreement dated as of July 25, 2019 between the Company and Moneris Solutions
                                         Corporation.



 




     


     


    

Existing
Liens


 


NONE.


 




     


     


    

SCHEDULE 5.10


 


Existing
Indebtedness


 


		1.	Amended and Restated Revolving
                                         Credit Agreement, dated as of August 2, 2019, among Mast Commercial Trading (Shanghai)
                                         Company Limited, L Brands Trading (Shanghai) Company Limited, L Brands Management (Shanghai)
                                         Company Limited, the Borrowing Subsidiaries party thereto, the Lenders party thereto
                                         and Bank of America, N.A. Shanghai Branch, as Administrative Agent and Collateral Agent,
                                         and certain other parties thereto



 


		2.	6.625% Senior Notes Due 2021
                                         issued pursuant to the Indenture dated as of March 15, 1988 between The Limited, Inc.
                                         and The Bank of New York and the Fifth Supplemental Indenture to the 1988 Indenture dated
                                         as of March 25, 2011, among Limited Brands, Inc., the guarantors party thereto, and The
                                         Bank of New York Mellon Trust Company, N.A.



 


		3.	5.625% Senior Notes Due 2022
                                         issued pursuant to the Indenture dated as of March 15, 1988 between The Limited, Inc.
                                         and The Bank of New York and the Sixth Supplemental Indenture to the 1988 Indenture dated
                                         as of February 7, 2012, among Limited Brands, Inc., the guarantors party thereto, and
                                         The Bank of New York Mellon Trust Company, N.A.



 


		4.	5.625% Senior Notes Due 2023
                                         issued pursuant to the Indenture dated as of March 15, 1988 between The Limited, Inc.
                                         and The Bank of New York and the Eighth Supplemental Indenture to the 1988 Indenture
                                         dated as of February 16, 2013, among L Brands, Inc., the guarantors party thereto, and
                                         The Bank of New York Mellon Trust Company, N.A.



 


		5.	6.694% Senior Notes Due 2027
                                         issued pursuant to the Senior Notes Indenture, dated as of June 18, 2018, among L Brands,
                                         Inc. the guarantors party thereto and U.S. Bank National Association and Supplemental
                                         Indenture No. 1 to the 2018 Indenture, dated as of June 29, 2018, among L Brands, Inc.
                                         and U.S. Bank National Association



 


		6.	5.250% Senior Notes Due 2028
                                         issued pursuant to the Indenture dated as of June 16, 2016, between L Brands, Inc. and
                                         U.S. Bank National Association and the Second Supplemental Indenture to the 2016 Indenture,
                                         dated as of January 23, 2018, among L Brands, Inc., the guarantors party thereto and
                                         U.S. Bank National Association



 


		7.	6.950% Debentures Due 2033 issued
                                         pursuant to the Indenture dated as of February 19, 2003, between Limited Brands, Inc.
                                         and The Bank of New York



 


		8.	6.875% Senior Notes Due 2035
                                         issued pursuant to the Senior Notes Indenture dated as of October 30, 2015, among L Brands,
                                         Inc., the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A.



 


		9.	6.750% Senior Notes Due 2036
                                         issued pursuant to the Indenture dated as of June 16, 2016, between L Brands, Inc. and
                                         U.S. Bank National Association and the First Supplemental Indenture to the 2016 Indenture
                                         dated as of June 16, 2016, among Limited Brands, Inc., the guarantors party thereto,
                                         and The Bank of New York Mellon Trust Company, N.A.



 




     


     


    

		10.	7.600% Senior Notes Due 2037
                                         issued pursuant to the Indenture dated as of March 15, 1988 between The Limited, Inc.
                                         and The Bank of New York and the Second Supplemental Indenture to the 1988 Indenture,
                                         dated as of July 17, 2007, between Limited Brands, Inc. and The Bank of New York Trust
                                         Company, N.A.



 


		11.	7.500% Senior Notes Due 2029
                                         issued pursuant to the Indenture dated as of June 16, 2016, between L Brands, Inc. and
                                         U.S. Bank National Association and the Third Supplemental Indenture to the 2016 Indenture,
                                         dated as of June 20, 2019, among L Brands, Inc., the guarantors party thereto, and U.S.
                                         Bank National Association



 




     


     


    

SCHEDULE 5.19


 


Restrictive
Agreements


 


		1.	Indenture dated as of March
                                         15, 1988 between the Company and The Bank of New York, as Trustee (the “1988
                                         Indenture”).



 


		2.	First Supplemental Indenture
                                         to the 1988 Indenture dated as of May 31, 2005 among the Company, The Bank of New York,
                                         as Resigning Trustee, and The Bank of New York Mellon Trust Company, N.A., as Successor
                                         Trustee.



 


		3.	Second Supplemental Indenture
                                         to the 1988 Indenture dated as of July 17, 2007 between the Company and The Bank of New
                                         York Mellon Trust Company, N.A., as Trustee.



 


		4.	Indenture dated as of February
                                         19, 2003 between the Company and The Bank of New York Mellon Trust Company, N.A., as
                                         Trustee.



 


		5.	Third Supplemental Indenture
                                         to the 1988 Indenture dated as of May 4, 2010 between the Company, the guarantors named
                                         therein and The Bank of New York Mellon Trust Company, N.A., as Trustee.



 


		6.	Fourth Supplemental Indenture
                                         to the 1988 Indenture dated as of January 29, 2011 between the Company, the guarantors
                                         named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee.



 


		7.	Fifth Supplemental Indenture
                                         to the 1988 Indenture dated as of March 25, 2011 between the Company, the guarantors
                                         named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee.



 


		8.	Sixth Supplemental Indenture
                                         to the 1988 Indenture dated as of February 7, 2012 among the Company, the guarantors
                                         named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee.



 


		9.	Seventh Supplemental Indenture
                                         to the 1988 Indenture dated as of March 22, 2013 between the Company, the guarantors
                                         named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee.



 


		10.	Eighth Supplemental Indenture
                                         to the 1988 Indenture dated as of October 16, 2013 between the Company, the guarantors
                                         named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee.



 


		11.	Ninth Supplemental Indenture
                                         to the 1988 Indenture dated as of January 30, 2015 among the Company, guarantors named
                                         therein and The Bank of New York Mellon Trust Company, N.A., as Trustee.



 


		12.	Indenture dated as of October
                                         30, 2015 among the Company, the guarantors named therein and The Bank of New York Mellon
                                         Trust Company, N.A., as Trustee.



 




     


     


    

		13.	Indenture dated as of June
                                         16, 2016 among the Company and U.S. Bank National Association, as Trustee (the “2016
                                         Indenture”).



 


		14.	First Supplemental Indenture
                                         to the 2016 Indenture dated as of June 16, 2016 among the Company, the guarantors named
                                         therein and U.S. Bank National Association, as Trustee.



 


		15.	Second Supplemental Indenture
                                         to the 2016 Indenture dated as of January 23, 2018 among the Company, the guarantors
                                         named therein and U.S. Bank National Association, as Trustee.



 


		16.	Indenture dated as of June
                                         18, 2018 among the Company, the guarantors named therein and U.S. Bank National Association,
                                         as Trustee (the “2018 Indenture”).



 


		17.	First Supplemental Indenture
                                         to the 2018 Indenture dated as of June 29, 2018 among the Company, the guarantors named
                                         therein and U.S. Bank National Association, as Trustee.



 


		18.	Third Supplemental Indenture
                                         to the 2016 Indenture dated as of June 20, 2019 among the Company, the guarantors named
                                         therein and U.S. Bank National Association, as Trustee.



 


		19.	Fourth Supplemental Indenture
                                         to the 2016 Indenture dated as of June 30, 2019 among the Company, the guarantors named
                                         therein and U.S. Bank National Association, as Trustee.



 


		20.	Tenth Supplemental Indenture
                                         to the 1988 Indenture dated as of June 30, 2019 among the Company, the guarantors named
                                         therein and The Bank of New York Mellon Trust Company, N.A., as Trustee.



 




     


     


    

EXHIBIT A


TO THE AMENDED
AND RESTATED


REVOLVING
CREDIT AGREEMENT


 


[FORM
OF]


 


ASSIGNMENT
AND ASSUMPTION


 


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


 


For an agreed
consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases
and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as
of the Effective Date inserted by the Administrative Agent as contemplated below, (i) all of the Assignor’s rights
and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant
thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations
of the Assignor under the respective facilities identified below (including any letters of credit included in such facilities)
and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right
of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with
the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby
or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory
claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i)
above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively
as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly
provided in this Assignment and Assumption, without representation or warranty by the Assignor.


 


		1.	Assignor: ___________________________________________________



 


		2.	Assignee:____________________________________________________

                                         [and is an Affiliate/Approved Fund of [Identify Lender]]1



 


 









 












1 Select as applicable.







     


     


    

		3.	Borrowers: L Brands, Inc.,
                                         Bath & Body Works (Canada) Corp.[and [Name of Additional Borrower(s)]]



 


		4.	Administrative Agent: JPMorgan
                                         Chase Bank, N.A., as the Administrative Agent under the Credit Agreement



 


		5.	Credit Agreement: The Amended
                                         and Restated Revolving Credit Agreement dated as of April [30], 2020, among L Brands,
                                         Inc., the Borrowing Subsidiaries from time to time party thereto, the Lenders from time
                                         to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent.



 


		6.	Assigned Interest:



 


	Class
    of Commitment/Loans Assigned	Aggregate
    Amount of Commitment/Loans of such Class for

    all Lenders	Amount
        of Commitment/Loans of such Class Assigned

         
	Percentage
        Assigned of Commitment/Loans of such Class 2

         

	 	$	$	%


 


Effective Date:    
  , 20   [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH
SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR].


 


 


 






 












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




     


     


    

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


 


	 	ASSIGNOR [NAME OF ASSIGNOR],
	 	 	 	 
	 	by	 
	 	 	Title:	 
	 	 	 	 
	 	ASSIGNEE [NAME OF ASSIGNEE],
	 	 	 	 
	 	by	 
	 	 	Title:	 
	 	 	 	 
	 	 	 	 


	Consented to and Accepted:	 
	 	 	 	 
	JPMORGAN CHASE BANK, N.A.,	 
	as Administrative Agent,	 
	 	 	 	 
	 by	 	 
	 	Title:	 	 
	 	 	 	 
	 	 	 	 
	[Consented to:	 
	 	 	 	 
	[               ], as Issuing Bank,	 
	 	 	 	 
	 by	 	 
	 	Title:]3	 	 



 


 





 






 












3 In the case of any assignment
of all or a portion of the commitments of any Class under which Letters of Credit may be issued.


 









     


     


    

	[Consented to:	 
	 	 	 	 
	L BRANDS, INC.,	 
	 	 	 	 
	by	 	 
	 	Title:]4	 	 



 


 


 









 












4No consent of the Company shall
be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred
and is continuing, any other assignee. 







 




     


     


    

ANNEX 1


TO EXHIBIT
A


 


L
BRANDS, INC.

AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT



STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION


 


1. Representations
and Warranties.


 


1.1 Assignor.
The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest,
(ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power
and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the
transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or
representations made in or in connection with the Credit Agreement or any other agreement, instrument or document related thereto
(each, a “Loan Document”), (ii) the execution, legality, validity, enforceability, genuineness, sufficiency
or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Company, any of its Subsidiaries
or Affiliates or any other Person obligated in respect of any Loan Document, (iv) any requirements under applicable law for the
Assignee to become a lender under the Credit Agreement or to charge interest at the rate set forth therein from time to time or
(v) the performance or observance by the Company, any of its Subsidiaries or Affiliates or any other Person of any of their
respective obligations under any Loan Document.


 


1.2. Assignee.
The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary,
to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender
under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement and under applicable
law that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and
after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent
of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions
to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making
its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy
of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.01
thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis
and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made
such analysis and decision independently and without reliance on the Assignor, any Agent, any Issuing Bank or any other Lender
or any of their respective Related Parties and (vi) if it is a Foreign Lender, attached to this Assignment and Assumption
is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed
by the Assignee; and (b) agrees that (i) it will, independently and without reliance on any Agent, the Assignor, any
Issuing Bank or any other Lender or any of their respective Related Parties, and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents
and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are
required to be performed by it as a Lender.


 




     


     


    

2. Payments.
From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including
payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective
Date and to the Assignee for amounts which have accrued from and after the Effective Date.


 


3. General
Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their
respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together
shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by
facsimile transmission or other electronic transmission means shall be effective as delivery of a manually executed counterpart
of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the
law of the State of New York.


 




     


     


    

EXHIBIT B-1


TO THE AMENDED
AND RESTATED


REVOLVING
CREDIT AGREEMENT


[FORM
OF]


 


ADDITIONAL
BORROWER AGREEMENT dated as of [●] (this “Agreement”), among L BRANDS, INC., a Delaware corporation (the
“Company”), [Name of Additional Borrower], a [●] (the “Additional Borrower”), and
JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”).


 


Reference is
hereby made to the Amended and Restated Revolving Credit Agreement dated as of April 30, 2020 (as amended, restated, supplemented
or otherwise modified from time to time, the “Credit Agreement”), among the Company, the Borrowing Subsidiaries
from time to time party thereto, the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative
Agent. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.


 


The Company
and the Additional Borrower desire that the Additional Borrower become a Borrowing Subsidiary [with respect to the Class or Classes
set forth on Annex I hereto]1 under the Credit Agreement. The Company represents that the Additional Borrower is a
wholly-owned [Domestic][Canadian] Subsidiary organized under the laws of [●], and that the representations and warranties
of the Borrowers in the Credit Agreement are true and correct in all material respects on and as of the date hereof after giving
effect to this Agreement (it being understood that the representations and warranties in Section 3.04 shall be deemed for
purposes of this Agreement to refer to the financial statements most recently delivered under Section 5.01 and to the date
thereof at all times after the first such delivery thereunder rather than to the dates and financial statements specified in Section 3.04).
The Company agrees that the Guarantees of the Company and the Subsidiary Loan Parties contained in, and the security interests
granted by the Company and the Subsidiary Loan Parties under, the Collateral Agreements will apply to the Obligations of the Additional
Borrower. [The Additional Borrower represents and warrants that the information set forth in the certification regarding beneficial
ownership, as required by 31 C.F.R. § 1010.230 and delivered to the Administrative Agent on or before the date hereof,
is true and correct in all material respects.]2 Upon execution of this Agreement by each of the Company, the Additional
Borrower, the Lenders [with respect to the Class or Classes set forth on Annex I hereto]3
and the Administrative Agent, the Additional Borrower shall be a party to the Credit Agreement and shall constitute
a “Borrowing Subsidiary” for all purposes thereof [with


 


 









 












1 NTD: Include if Additional
Borrower is to be a Borrowing Subsidiary for less than all Classes.


 


2 NTD: Include if Additional
Borrower qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230.


 


3 NTD: Include if Additional
Borrower is to be a Borrowing Subsidiary for less than all Classes.


  




     


     


    

respect to
the Class or Classes set forth on Annex I hereto]4,
and the Additional Borrower hereby agrees to be bound by all provisions of the Credit Agreement.


 


This Agreement
shall be governed by and construed in accordance with the laws of the State of New York.


 


[Remainder
of page intentionally left blank.]


 


 









 












4 NTD: Include if
Additional Borrower is to be a Borrowing Subsidiary for less than all Classes.




 




     


     


    

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


 


	 	L BRANDS, INC.
	 	 	 	 	 
	 	By:	 	 
	 	 	Name:	 	 
	 	 	Title:	 	 
	 	 	 	 	 
	 	 	 	 	 


	 	[name of new borrowing subsidiary]
	 	 	 	 	 
	 	By:	 	 
	 	 	Name:	 	 
	 	 	Title:	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	[LENDERS WITH RESPECT TO APPLICABLE CLASS OR CLASSES]
	 	 	 	 	 
	 	By:	 	 
	 	 	Name:	 	 
	 	 	Title:	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	JPMORGAN Chase Bank, N.A., as Administrative Agent
	 	 	 	 	 
	 	By:	 	 
	 	 	Name:	 	 
	 	 	Title:	 	 




     


     


    

[FORM
OF]


 


BORROWING
SUBSIDIARY TERMINATION


 


JPMorgan Chase Bank, N.A.,

as Administrative Agent

for the Lenders referred to below

c/o JPMorgan Chase Bank, N.A.,

as Administrative Agent

383 Madison Avenue

New York, NY 10017


 


[Date]


 


Ladies and Gentlemen:


 


The undersigned,
L Brands, Inc. (the “Company”), refers to the Amended and Restated Revolving Credit Agreement dated as of April
30, 2020 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”),
among the Company, the Borrowing Subsidiaries from time to time party thereto, the Lenders from time to time party thereto and
JPMorgan Chase Bank, N.A., as Administrative Agent. Capitalized terms used and not otherwise defined herein shall have the meanings
assigned to them in the Credit Agreement.


 


The Company
hereby terminates the status of [  ] (the “Terminated Borrowing Subsidiary”)
as a Borrowing Subsidiary under the Credit Agreement. The Company represents and warrants that no Loans made to, or Letters of
Credit issued for the account of, the Terminated Borrowing Subsidiary are outstanding as of the date hereof and that all amounts
payable by the Terminated Borrowing Subsidiary in respect of interest and/or fees or in respect of Loans and Letters of Credit
(and, to the extent notified by the Administrative Agent, any Issuing Bank or any Lender, any other amounts payable under the
Credit Agreement) pursuant to the Credit Agreement have been paid in full on or prior to the date hereof.


 


	 	Very truly yours,
	 	 
	 	L BRands, inc.,	 
	 	 	 
	 	by	 	 
	 	 	Name:	 	 
	 	 	Title:	 	 




     


     


    

EXHIBIT C


TO THE AMENDED
AND RESTATED


REVOLVING
CREDIT AGREEMENT


 


[FORM
OF]


 


BORROWING
BASE CERTIFICATE


 


[On file
with Administrative Agent]


 




     


     


    



















 







EXHIBIT
B


 




     


     


    



EXHIBIT B


 


 





	 

         

         

         

         

         

        AMENDED
        AND RESTATED

        

        GUARANTEE
        AND COLLATERAL AGREEMENT

         

        dated
        as of

         

        April
        30, 2020,

         

        Amending
        and Restating the 

        Guarantee
        and Collateral Agreement 

        dated
        as of April 30, 2020,

         

        among

         

        L
        BRANDS, INC.,

         

        THE
SUBSIDIARIES OF L BRANDS, INC. 

        IDENTIFIED
        HEREIN

         

        and

         

        JPMORGAN
        CHASE BANK, N.A.,

         

        as
        Collateral Agent

         





     


     


    

TABLE OF
CONTENTS


 




	ARTICLE I

                                                                                 

                                                                                Definitions

	SECTION
    1.01. Defined Terms	1
	SECTION
    1.02. Other Defined Terms	1
	ARTICLE II

                                                                                 

                                                                                Guarantee

	SECTION
    2.01. Guarantee	9
	SECTION
    2.02. Guarantee of Payment; Continuing Guarantee	9
	SECTION
    2.03. No Limitations	9
	SECTION
    2.04. Reinstatement	10
	SECTION
    2.05. Agreement To Pay; Subrogation	10
	SECTION
    2.06. Information	10
	SECTION
    2.07. Keepwell	11
	ARTICLE III

                                                                                 

                                                                                Pledge of Securities

	SECTION
    3.01. Pledge	11
	SECTION
    3.02. Representations, Warranties and Covenants	12
	SECTION
    3.03. Voting Rights; Dividends and Interest	13
	SECTION
    3.04. Existing Indentures	14
	ARTICLE IV

                                                                                 

                                                                                Security Interests in Personal Property

	SECTION
    4.01. Security Interest	14
	SECTION
    4.02. Representations and Warranties	16
	SECTION
    4.03. Covenants	17
	SECTION
    4.04. Commercial Tort Claims	19
	ARTICLE V

                                                                                 

                                                                                Remedies

	SECTION
    5.01. Remedies Upon Default	19
	SECTION
    5.02. Application of Proceeds	21
	SECTION
    5.03. Grant of License to Use Intellectual Property	22
	




     


     


    


	SECTION
    5.04. Securities Act	23
	SECTION
    5.05. Registration	24
	ARTICLE VI

                                                                                 

                                                                                Collection and Application of Collateral Proceeds; Deposit Accounts

	SECTION
    6.01. Deposit Accounts and Securities Accounts	24
	SECTION
    6.02. Additional Accounts	26
	ARTICLE VII

                                                                                 

                                                                                Indemnity, Subrogation and Subordination

	SECTION
    7.01. Indemnity and Subrogation	26
	SECTION
    7.02. Contribution and Subrogation	27
	SECTION
    7.03. Subordination	27
	ARTICLE VIII

                                                                                 

                                                                                Miscellaneous

	SECTION
    8.01. Notices	28
	SECTION
    8.02. Waivers; Amendment	28
	SECTION
    8.03. Collateral Agent’s Expenses; Indemnification	28
	SECTION
    8.04. Successors and Assigns	28
	SECTION
    8.05. Survival of Agreement	28
	SECTION
    8.06. Counterparts; Effectiveness; Several Agreement; Electronic Execution	29
	SECTION
    8.07. Severability	30
	SECTION
    8.08. Right of Set-Off	30
	SECTION
    8.09. Governing Law; Jurisdiction; Consent to Service of Process	30
	SECTION
    8.10. WAIVER OF JURY TRIAL	31
	SECTION
    8.11. Headings	31
	SECTION
    8.12. Security Interest Absolute	31
	SECTION
    8.13. Termination or Release	32
	SECTION
    8.14. Additional Subsidiaries	32
	SECTION
    8.15. Collateral Agent Appointed Attorney-in-Fact	32
	SECTION
    8.16. Collateral Agent	33
	SECTION
    8.17. Existing Collateral Agreement	33




     


     


    

Schedules


 





	Schedule I	Subsidiary Parties







 


Exhibits


 





	Exhibit I	Form of Supplement
	Exhibit II	Form of Perfection Certificate







 




     


     


    

AMENDED
AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT dated as of April 30, 2020 (this “Agreement”), among L BRANDS,
INC., the Subsidiaries from time to time party hereto and JPMORGAN CHASE BANK, N.A., as Collateral Agent.


 


Reference is
made to the Amended and Restated Revolving Credit Agreement dated as of August 13, 2019 (as amended and as currently in effect,
the “Existing Credit Agreement”), among L Brands, Inc. (the “Company”), the borrowing subsidiaries
from time to time party thereto, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative
agent and collateral agent. Subject to the terms and conditions set forth in the Amendment and Restatement Agreement, dated as
of April 30, 2020 (the “Restatement Agreement”), among the Company, the borrowing subsidiaries party thereto,
the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative and collateral agent, the Lenders have agreed to amend
and restate the Existing Credit Agreement (as so amended and restated, and as amended, amended and restated, supplemented or otherwise
modified from time to time, the “Credit Agreement”). The amendment and restatement of the Existing Credit Agreement
is conditioned upon, among other things, the execution and delivery of this Agreement, which amends and restates the existing
Collateral Agreement dated as of July 18, 2014, among the Company, the Subsidiaries from time to time party thereto and JPMorgan
Chase Bank, N.A., as collateral agent (the “Existing Collateral Agreement”). The Subsidiary Parties are Subsidiaries
of the Company, will derive substantial benefits from the amendment and restatement of the Existing Credit Agreement and are willing
to execute and deliver this Agreement in order to induce the Lenders to consent thereto. Accordingly, the parties hereto agree
as follows:


 


ARTICLE
I



Definitions


 


SECTION 1.01.Defined
Terms. a)Each capitalized term used but not defined herein shall have the meaning or meanings specified in the Credit Agreement.
Each term defined in the New York UCC and not defined in this Agreement shall have the meaning specified therein. The term “instrument”
shall have the meaning specified in Article 9 of the New York UCC.


 


(b)       The
rules of construction specified in Sections 1.03 and 1.04 of the Credit Agreement also apply to this Agreement.


 


SECTION 1.02.Other
Defined Terms. As used in this Agreement, the following terms have the meanings specified below:


 


“ABL
Collection Account” means an account of the Company with the Administrative Agent designated by the Company for this
purpose.


 




     


    2 


    

“Account
Debtor” means any Person who is or who may become obligated to any Grantor under, with respect to or on account of an
Account or a Payment Intangible.


 


“Agents”
means the Administrative Agent under the Credit Agreement and the Collateral Agent.


 


“Agreement”
has the meaning assigned to such term in the preamble hereto.


 


“Article 9
Collateral” has the meaning assigned to such term in Section 4.01.


 


“Borrowing
Subsidiary” has the meaning assigned to such term in Section 1.01 of the Credit Agreement.


 


“Cash
Management Services” means any cash management services or facilities provided to any Loan Party by any Lender or any
of its Affiliates, including: (a) ACH transactions, (b) controlled disbursement services, treasury, depository, overdraft, and
electronic funds transfer services, (c) credit card processing services, (d) purchase cards, and (e) credit or debit cards.


 


“Claiming
Party” has the meaning assigned to such term in Section 6.02.


 


“Collateral”
means Article 9 Collateral and Pledged Collateral.


 


“Collateral
Agent” means JPMorgan Chase Bank, N.A., in its capacity as collateral agent for the Lenders under the Credit Agreement.


 


“Commodity
Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.) and any successor statute, and any rule,
regulation, or order promulgated thereunder, in each case as amended from time to time.


 


“Company”
has the meaning assigned to such term in the introductory paragraph to this Agreement.


 


“Concentration
Account” means a deposit account of the Company with a depositary banking financial institution of a similar creditworthiness
to the Administrative Agent designated by the Company for this purpose.


 


“Contributing
Party” has the meaning assigned to such term in Section 6.02.


 


“Copyright
License” means any written agreement, now or hereafter in effect, granting to any third party any right now or hereafter
in existence under any Copyright now or hereafter owned by any Grantor or that such Grantor otherwise has the right to license,
or granting any right to any Grantor under any Copyright now or hereafter owned by any third party, or that a third party now
or hereafter otherwise has the right to license and all rights of such Grantor under any such agreement.


 




     


    3 


    

“Copyrights”
means, with respect to any Person, all of the following now owned or hereafter acquired by such Person: (a) all copyright
rights in any work subject to the copyright laws of the United States of America or any other country, whether as author, assignee,
transferee or otherwise, and (b) all registrations and applications for registration of any such copyright in the United
States of America or any other country, including registrations, recordings, supplemental registrations and pending applications
for registration in the United States of America Copyright Office (or any similar office in any other country).


 


“Credit
Agreement” has the meaning assigned to such term in the introductory paragraph of this Agreement.


 


“Excluded
Property” means (a) any aircraft, motor vehicle or Excluded Deposit Account or Excluded Securities Account, (b) any
Intellectual Property that is usable primarily, or for use primarily, outside of the United States of America and Canada; provided
that the treatment of Excluded Deposit Accounts and Excluded Securities Accounts as “Excluded Property” shall
not be construed to result in Proceeds of the Collateral being treated as “Excluded Property” and (c) any intent to
use Trademark application (but only until the filing of a “Statement to Use” or “Amendment to Allege Use”
with respect thereto), to the extent, if any, that, and solely during the period, if any, in which the grant of a security interest
therein would impair the validity or enforceability of such intent to use Trademark application or registration issuing therefrom.


 


“Excluded
Swap Obligation” means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion
of the Guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or
any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity
Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s
failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange
Act and the regulations thereunder at the time the Guarantee of such Guarantor or the grant of such security interest becomes
or would become effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing
more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which
such Guarantee or security interest is or becomes illegal.


 


“Existing
Credit Agreement” has the meaning assigned to such term in the introductory paragraph to this Agreement.


 


“Existing
Collateral Agreement” has the meaning assigned to such term in the introductory paragraph of this Agreement.


 


“Existing
Indentures” means (a) the Indenture dated as of March 15, 1988 between the Company (f/k/a Limited Brands, Inc., f/k/a
The Limited, Inc.) and The Bank of New York, as Trustee (the “1988 Indenture”) as supplemented by the First
Supplemental Indenture to the 1988 Indenture dated as of May 31, 2005 among the


 




     


    4 


    

Company (f/k/a
Limited Brands, Inc., f/k/a The Limited, Inc.), The Bank of New York, as Resigning Trustee, and The Bank of New York Mellon Trust
Company, N.A., as Successor Trustee, the Second Supplemental Indenture to the 1988 Indenture dated as of July 17, 2007 between
the Company (f/k/a Limited Brands, Inc., f/k/a The Limited, Inc.) and The Bank of New York Mellon Trust Company, N.A., as Trustee,
the Third Supplemental Indenture to the 1988 Indenture dated as of May 4, 2010 between the Company (f/k/a Limited Brands, Inc.,
f/k/a The Limited, Inc.), the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee, the Fourth
Supplemental Indenture to the 1988 Indenture dated as of January 29, 2011 between the Company (f/k/a Limited Brands, Inc., f/k/a
The Limited, Inc.), the guarantors named therein, and The Bank of New York Mellon Trust Company, N.A., as Trustee, the Fifth Supplemental
Indenture to the 1988 Indenture dated as of March 25, 2011 between the Company (f/k/a Limited Brands, Inc., f/k/a The Limited,
Inc.), the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee, the Sixth Supplemental Indenture
to the 1988 Indenture dated as of February 7, 2012 among the Company (f/k/a Limited Brands, Inc., f/k/a The Limited, Inc.), the
guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee, the Seventh Supplemental Indenture to
the 1988 Indenture dated as of March 22, 2013 between the Company (f/k/a Limited Brands, Inc., f/k/a The Limited, Inc.), the guarantors
named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee, the Eighth Supplemental Indenture to the 1988 Indenture
dated as of October 16, 2013 between the Company, the guarantors named therein and The Bank of New York Mellon Trust Company,
N.A., as Trustee, the Ninth Supplemental Indenture to the 1988 Indenture dated as of January 30, 2015 among the Company, the guarantors
named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee and the Tenth Supplemental Indenture to the 1988
Indenture dated as of June 30, 2019 among the Company, the guarantors named therein and The Bank of New York Mellon Trust Company,
N.A., as Trustee, (b) the Indenture dated as of February 19, 2003 between the Company (f/k/a Limited Brands, Inc., f/k/a The Limited,
Inc.) and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “2003 Indenture”), (c) the Indenture
dated as of October 30, 2015 among the Company, the guarantors named therein and The Bank of New York Mellon Trust Company, N.A.,
as Trustee (the “2015 Indenture”), (d) the Indenture dated as of June 16, 2016 among the Company, the guarantors
named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “2016 Indenture”) as supplemented
by the First Supplemental Indenture to the 2016 Indenture dated as of June 16, 2016 among the Company, the guarantors named therein
and The Bank of New York Mellon Trust Company, N.A., as Trustee, the Second Supplemental Indenture to the 2016 Indenture dated
as of January 23, 2018 among the Company, the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as
Trustee, the Third Supplemental Indenture to the 2016 Indenture dated as of June 20, 2019 among the Company, the guarantors named
therein and The Bank of New York Mellon Trust Company, N.A., as Trustee and the Fourth Supplemental Indenture to the 2016 Indenture
dated as of June 30, 2019 among the Company, the guarantors named therein and The Bank of New York Mellon Trust Company, N.A.,
as Trustee and (e) the Indenture dated as of June 18, 2018 among the Company, the guarantors named therein and The Bank of New
York Mellon Trust Company, N.A., as Trustee (the “2018 Indenture”) as supplemented by the First Supplemental
Indenture to the 2018 Indenture


 




     


    5 


    

dated as of
June 29, 2018 among the Company, the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee.


 


“Federal
Securities Laws” has the meaning assigned to such term in Section 5.04.


 


“Foreign
Subsidiary” means any Subsidiary that is not a Domestic Subsidiary.


 


“Grantors”
means the Company and the Subsidiary Parties.


 


“Guarantors”
means the Company (except with respect to obligations of the Company) and the Subsidiary Parties.


 


“Indemnified
Amount” has the meaning assigned to such term in Section 6.02.


 


“Intellectual
Property” means all intellectual and similar property of every kind and nature now owned or hereafter acquired by any
Grantor, including inventions, designs, Patents, Copyrights, Licenses, Trademarks, trade secrets, domain names, confidential or
proprietary technical and business information, know-how, show-how or other data or information, software and databases and all
embodiments or fixations thereof and related documentation, registrations and franchises, and all additions, improvements and
accessions to, and books and records describing or used in connection with, any of the foregoing.


 


“License”
means any Patent License, Trademark License, Copyright License or other Intellectual Property license or sublicense agreement
to which any Grantor is a party.


 


“Loan
Document Obligations” means (a) the due and punctual payment by the Company and the Borrowing Subsidiaries of (i) the
principal of and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other
similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Loans made under the Credit Agreement,
when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, (ii) each payment
required to be made by the Company and the Borrowing Subsidiaries under the Credit Agreement in respect of any Letter of Credit,
when and as due, including payments in respect of reimbursement of disbursements, interest thereon and obligations to provide
cash collateral, and (iii) all other monetary obligations of the Company or any Borrowing Subsidiary to any of the Secured Parties
under the Credit Agreement and each of the other Loan Documents, including obligations to pay fees, expenses reimbursement obligations
and indemnification obligations, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations
incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed
or allowable in such proceeding), (b) the due and punctual performance of all other obligations of the Company and the Borrowing
Subsidiaries under or pursuant to the Credit Agreement and each of the other Loan Documents, and (c) the due and punctual payment
and performance of all the obligations


 




     


    6 


    

of each other
Loan Party under or pursuant to this Agreement and each of the other Loan Documents (including monetary obligations incurred during
the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable
in such proceeding).


 


“New
York UCC” means the Uniform Commercial Code as from time to time in effect in the State of New York.


 


“OA
Payment Obligations” has the meaning assigned to such term in the definition of “Open Account Agreement”.


 


“Obligations”
means (a) Loan Document Obligations, (b) any obligations of the Company or any Subsidiary in respect of overdrafts and related
liabilities owed to a Lender or an Affiliate of a Lender arising from Cash Management Services, (c) the due and punctual payment
and performance of all obligations of the Company and each Subsidiary under each Hedging Agreement that (i) is in effect on the
Restatement Effective Date with a counterparty that is a Lender or an Affiliate of a Lender as of the Restatement Effective Date
or (ii) is entered into after the Restatement Effective Date with any counterparty that is a Lender or an Affiliate of a Lender
at the time such Hedging Agreement is entered into and (d) any OA Payment Obligations or Separate LC Obligations; provided
that the sum of the aggregate amount of OA Payment Obligations and aggregate principal amount of Separate LC Obligations (including
contingent reimbursement obligations in respect of undrawn amounts under any outstanding letters of credit) included in the “Obligations”
at any time shall not exceed $400,000,000. In the event that the sum of the aggregate amount of OA Payment Obligations and aggregate
principal amount of Separate LC Obligations exceeds $400,000,000, the portion of the OA Payment Obligations and Separate LC Obligations,
as applicable, included in the “Obligations” shall be determined based on the chronological order in which such OA
Payment Obligations or Separate LC Obligations (or the commitment to incur such OA Payment Obligation or Separate LC Obligations)
arose, provided, however, the term “Obligations” shall not create any guarantee by any Guarantor of (or grant
of security interest by any Guarantor to support) any Excluded Swap Obligations of such Guarantor.


 


“Open
Account Agreement” means any agreement between or among a Lender or any of its Affiliates and the Company or any Subsidiary,
as identified to the Collateral Agent as an “Open Account Agreement” for purposes of this Agreement by the Company
from time to time, pursuant to which the Company or such Subsidiary has committed to pay such Lender or its Affiliates (a) amounts
on account of any account receivable purchased by such Lender or its Affiliates from certain vendors of the Company and its Consolidated
Subsidiaries, (b) the amount of any overdrafts created by such Lender or its Affiliates to pay vendors other than those referred
to in clause (a) above, and (c) certain processing fees thereunder (the obligations to pay the amounts referred to in clauses
(a), (b) and (c), collectively, the “OA Payment Obligations”).


 


“Patent
License” means any written agreement, now or hereafter in effect, granting to any third party any right to make, use
or sell any invention on which a Patent, now or hereafter owned by any Grantor or that any Grantor now or hereafter otherwise
has the right to license, or granting to any Grantor any right to make, use or sell any


 




     


    7 


    

invention on
which a Patent, now or hereafter owned by any third party, is in existence, and all rights of any Grantor under any such agreement.


 


“Patents”
means with respect to any Person all of the following now owned or hereafter acquired by such Person: (a) all letters patent
of the United States of America or the equivalent thereof in any other country, all registrations and recordings thereof, and
all applications for letters patent of the United States of America or the equivalent thereof in any other country, including
registrations, recordings and pending applications in the United States Patent and Trademark Office or any similar offices in
any other country and (b) all reissues, continuations, divisions, continuations-in-part, renewals or extensions thereof,
and the inventions disclosed or claimed therein, including the right to make, use and/or sell the inventions disclosed or claimed
therein.


 


“Perfection
Certificate” means a certificate substantially in the form of Exhibit II, completed and supplemented with the schedules
and attachments contemplated thereby, and duly executed by a Financial Officer and the chief legal officer of the Company.


 


“Permitted
Liens” means Liens permitted under Sections 5.08 of the Credit Agreement.


 


“Pledged
Collateral” has the meaning assigned to such term in Section 3.01.


 


“Pledged
Equity Interests” has the meaning assigned to such term in Section 3.01.


 


“Pledged
Securities” means any promissory notes, stock certificates, unit certificates, or other securities now or hereafter
included in the Pledged Collateral, including all certificates, instruments or other documents representing or evidencing any
Pledged Collateral.


 


“Qualified
ECP Guarantor” means, in respect of any Swap Obligation, each Loan Party that has total assets exceeding $10,000,000
at the time the relevant Guarantee or grant of the relevant security interest becomes or would become effective with respect to
such Swap Obligation and each other Loan Party that constitutes an “eligible contract participant” under the
Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible
contract participant” at such time by guaranteeing or entering into a keepwell in respect of obligations of such other
person under Section la(18)(A)(v)(II) of the Commodity Exchange Act.


 


“Required
Secured Parties” means, at any time, Lenders having Credit Exposures and unused Commitments representing more than 50%
of the sum of the total Credit Exposures and unused Commitments at such time.


 


“Secured
Parties” means (a) the Lenders, (b) the Agents, (c) the Issuing Banks (d) each provider of treasury, depository or cash
management services the liabilities in respect of which constitute Obligations, (e) each counterparty to any


 




     


    8 


    

Hedging Agreement
with the Company or any Subsidiary the obligations under which constitute Obligations, (f) the beneficiaries of each indemnification
obligation undertaken by any Loan Party under any Loan Document, (g) each Lender or Affiliate of a Lender party to any Open Account
Agreement or that is an issuer of a letter of credit the obligations in respect of which are Separate LC Obligations and (h) the
successors and assigns of each of the foregoing.


 


“Security
Interest” has the meaning assigned to such term in Section 4.01(a).


 


“Separate
LC Obligations” means obligations of the Company or any Subsidiary owed to a Lender or an Affiliate of a Lender in respect
of any letter of credit (other than a Letter of Credit issued under the Credit Agreement) issued by such Lender or Affiliate of
a Lender for the account of the Company or such Subsidiary (as identified to the Collateral Agent as a letter of credit that represents
a “Separate LC Obligation” for purposes of this Agreement by the Company from time to time), including (a) each payment
required to be made by the Company or such Subsidiary, as applicable, in respect of such letter of credit, when and as due, including
payments in respect of reimbursement of disbursements and interest thereon and (b) fees, expense reimbursement obligations and
indemnification obligations owed by the Company or such Subsidiary, as applicable, in respect of or relating to such letter of
credit.


 


“Subsidiary
Parties” means (a) the Subsidiaries identified on Schedule I and (b) each other Subsidiary that becomes a party
to this Agreement after the Restatement Effective Date.


 


“Swap
Obligation” means any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap”
within the meaning of section 1a(47) of the Commodity Exchange Act.


 


“Trademark
License” means any written agreement, now or hereafter in effect, granting to any third party any right to use any Trademark
now or hereafter owned by any Grantor or that any Grantor otherwise has the right to license, or granting to any Grantor any right
to use any Trademark now or hereafter owned by any third party or that a third party now or hereafter otherwise has the right
to license, and all rights of any Grantor under any such agreement.


 


“Trademarks”
means, with respect to any Person, all of the following now owned or hereafter acquired by such Person: (a) all trademarks,
service marks, trade names, corporate names, company names, business names, fictitious business names, trade styles, trade dress,
logos, other source or business identifiers, designs and general intangibles of like nature, now existing or hereafter adopted
or acquired, all registrations and recordings thereof, and all registration and recording applications filed in connection therewith,
including registrations and registration applications in the United States Patent and Trademark Office or any similar offices
in any State of the United States of America or any other country or any political subdivision thereof, and all extensions or
renewals thereof, (b) all goodwill associated therewith or symbolized thereby and (c) all other assets, rights and interests
that uniquely reflect or embody such goodwill.


 




     


    9 


    

ARTICLE
II



Guarantee


 


SECTION 2.01.Guarantee.
Each Guarantor irrevocably and unconditionally guarantees, jointly with the other Guarantors and severally, as a primary obligor
and not merely as a surety, the due and punctual payment and performance of the Obligations. Each Guarantor further agrees that
the Obligations may be extended or renewed, in whole or in part, or amended or modified, without notice to or further assent from
it, and that it will remain bound upon its guarantee hereunder notwithstanding any extension, renewal, amendment or modification
of any Obligation. Each Guarantor waives presentment to, demand of payment from and protest to the Company or any Subsidiary of
any of the Obligations, and also waives notice of acceptance of its guarantee and notice of protest for nonpayment.


 


SECTION 2.02.Guarantee
of Payment; Continuing Guarantee. Each Guarantor further agrees that its guarantee hereunder constitutes a guarantee of payment
when due (whether or not any bankruptcy, insolvency, receivership or similar proceeding shall have stayed the accrual or collection
of any of the Obligations or operated as a discharge thereof) and not merely of collection, and waives any right to require that
any resort be had by the Collateral Agent or any other Secured Party to any security held for the payment of the Obligations or
to any balance of any deposit account or credit on the books of the Collateral Agent or any other Secured Party in favor of the
Company, any other party, or any other Person. Each Guarantor agrees that its guarantee hereunder is continuing in nature and
applies to all Obligations, whether currently existing or hereafter incurred.


 


SECTION 2.03.No
Limitations. (a)Except for termination of a Guarantor’s obligations hereunder as expressly provided in Section 8.13 or
the indefeasible payment in full in cash of the Obligations, the obligations of each Guarantor hereunder shall not be subject
to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration
or compromise, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason
of the invalidity, illegality or unenforceability of the Obligations, any impossibility in the performance of the Obligations,
or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged
or impaired or otherwise affected by (i) the failure of the Collateral Agent or any other Secured Party to assert any claim
or demand or to enforce any right or remedy under the provisions of any Loan Document or otherwise; (ii) any rescission,
waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement,
including with respect to any other Guarantor under this Agreement; (iii) the release of any security held by the Collateral
Agent or any other Secured Party for the Obligations or any of them; (iv) any default, failure or delay, wilful or otherwise,
in the performance of the Obligations; or (v) any other act or omission that may or might in any manner or to any extent
vary the risk of any Guarantor or otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the
indefeasible payment in full in cash of all the Obligations). Each Guarantor expressly authorizes the Secured Parties to take


 




     


    10 


    

and hold security
for the payment and performance of the Obligations, to exchange, waive or release any or all such security (with or without consideration),
to enforce or apply such security and direct the order and manner of any sale thereof in their sole discretion or to release or
substitute any one or more other guarantors or obligors upon or in respect of the Obligations, all without affecting the obligations
of any Guarantor hereunder.


 


(b)       To
the fullest extent permitted by applicable law, each Guarantor waives any defense based on or arising out of any defense of the
Company or any Subsidiary or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from
any cause of the liability of the Company or any Subsidiary, other than the indefeasible payment in full in cash of all the Obligations.
The Collateral Agent and the other Secured Parties may, at their election, foreclose on any security held by one or more of them
by one or more judicial or 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 the Company or any Subsidiary or exercise any other right
or remedy available to them against the Company or any Subsidiary, without affecting or impairing in any way the liability of
any Guarantor hereunder except to the extent the Obligations have been fully and indefeasibly paid in full in cash. To the fullest
extent permitted by applicable law, each Guarantor 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 Guarantor against the Company or any Subsidiary, as the case may be, or any security.


 


SECTION 2.04.Reinstatement.
Each of the Guarantors agrees that its guarantee hereunder shall continue to be effective or be reinstated, as the case may be,
if at any time payment, or any part thereof, of any Obligation is rescinded or must otherwise be restored by the Collateral Agent
or any other Secured Party upon the bankruptcy, insolvency, dissolution, liquidation or reorganization of the Company, any Subsidiary
or otherwise.


 


SECTION 2.05.Agreement
To Pay; Subrogation. In furtherance of the foregoing and not in limitation of any other right that the Collateral Agent or
any other Secured Party has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Company or any
Subsidiary to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of
prepayment or otherwise, each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Collateral Agent
for distribution to the applicable Secured Parties in cash the amount of such unpaid Obligation. Upon payment by any Guarantor
of any sums to the Collateral Agent as provided above, all rights of such Guarantor against the Company or any Subsidiary arising
as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects
be subject to Article VI.


 


SECTION 2.06.Information.
Each Guarantor (a) assumes all responsibility for being and keeping itself informed of the Company’s and each Subsidiary’s
financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the Obligations and the
nature, scope and extent of the risks that such Guarantor assumes and incurs hereunder, and (b) agrees that none of the


 




     


    11 


    

Collateral
Agent or the other Secured Parties will have any duty to advise such Guarantor of information known to it or any of them regarding
such circumstances or risks.


 


SECTION 2.07.Keepwell.
Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such
funds or other support as may be needed from time to time by each other Guarantor that would otherwise not be an “eligible
contract participant” as defined in the Commodity Exchange Act and the regulations thereunder to honor all of its obligations
under this Agreement in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable
under this Section 2.07 for the maximum amount of such liability that can be hereby incurred without rendering its obligations
under this Section 2.07 or otherwise under this Agreement voidable under applicable law relating to fraudulent conveyance
or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.07
shall remain in full force and effect until the indefeasible payment in full in cash of all the Secured Obligations. Each Qualified
ECP Guarantor intends that this Section 2.07 constitute, and this Section 2.07 shall be deemed to constitute, a “keepwell,
support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of
the Commodity Exchange Act.


 


ARTICLE
III



Pledge of Securities


 


SECTION 3.01.Pledge.
Subject to Section 3.04, as security for the payment or performance, as the case may be, in full of the Obligations, each Grantor
hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby
grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all
of such Grantor’s right, title and interest in, to and under (a)(i) the shares of capital stock and other Equity Interests
owned by it, (ii) any other Equity Interests obtained in the future by such Grantor and (iii) the certificates representing
all such Equity Interests (collectively, the “Pledged Equity Interests”); provided that the Pledged
Equity Interests shall not include more than 65% of the issued and outstanding voting Equity Interests of any Subsidiary (x) that
is a Foreign Subsidiary, (y) that is a subsidiary of a Foreign Subsidiary, directly or indirectly, or (z) substantially all assets
of which consist of the stock and debt of entities described in clauses (x)-(y); (b)(i) the debt securities owned by it,
(ii) any debt securities in the future issued to such Grantor and (iii) the promissory notes and any other instruments
evidencing all such debt securities; (c) subject to Section 3.03, all payments of principal or interest, dividends,
cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange
for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and
(b) above; (d) subject to Section 3.03, all rights and privileges of such Grantor with respect to the securities and
other property referred to in clauses (a), (b) and (c) above; and (e) all Proceeds of any of the foregoing (the items
referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”).


 




     


    12 


    

SECTION 3.02.Representations,
Warranties and Covenants. The Grantors jointly and severally represent, warrant and covenant to and with the Collateral Agent,
for the benefit of the Secured Parties, that:


 


(a)
except for the security interests granted hereunder, each of the Grantors (i) is and, subject to any transfers made in compliance
with the Credit Agreement, will continue to be the direct owner, beneficially and of record, of the Pledged Securities, (ii) holds
the same free and clear of all Liens, other than Liens created by this Agreement, Permitted Liens and transfers made in compliance
with the Credit Agreement, (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist
any security interest in or other Lien on, the Pledged Collateral, other than Liens created by this Agreement, Permitted Liens
and transfers made in compliance with the Credit Agreement, and (iv) will defend its title or interest thereto or therein
against any and all Liens (other than the Liens created by this Agreement and Permitted Liens), however arising, of all Persons
whomsoever;


 


(b)
except for restrictions and limitations imposed by the Loan Documents, any Intercreditor Agreement or securities laws generally,
the Pledged Collateral is and will continue to be freely transferable and assignable, and none of the Pledged Collateral is or
will be subject to any option, right of first refusal, shareholders agreement, charter or by-law provisions or contractual restriction
of any nature that might prohibit, impair, delay or otherwise affect the pledge of such Pledged Collateral hereunder, the sale
or disposition thereof pursuant hereto or the exercise by the Collateral Agent of rights and remedies hereunder;


 


(c)
each of the Grantors has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby
done or contemplated;


 


(d)
no consent or approval of any Governmental Authority, any securities exchange or any other Person was or is necessary to the validity
of the pledge effected hereby (other than such as have been obtained and are in full force and effect);


 


(e)
by virtue of the execution and delivery by the Grantors of this Agreement, (i) the Collateral Agent will obtain a legal and valid
upon and security interest in such Pledged Securities as security for the payment and performance of the Obligations and (ii)
subject to the filings described in Section 4.02(b), a perfected security interest in all Pledged Securities in which a security
interest may be perfected by filing a Uniform Commercial Code financing statement (or analogous document) in the United States
of America (or any political subdivision thereof) and its territories and possessions; and


 


(f)
the pledge effected hereby is effective to vest in the Collateral Agent, for the benefit of the Secured Parties, the rights of
the Collateral Agent in the Pledged Collateral as set forth herein.


 




     


    13 


    

SECTION 3.03.Voting
Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the Collateral
Agent shall have notified the Grantors that their rights under this Section 3.03 are being suspended:


 


(i)       each
Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged
Collateral or any part thereof for any purpose consistent with the terms of this Agreement, the Credit Agreement and the other
Loan Documents; and


 


(ii)       Each
Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or
distributed in respect of the Pledged Collateral to the extent and only to the extent that such dividends, interest, principal
and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the
Credit Agreement, the other Loan Documents and applicable laws.


 


(b)       Upon
the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have notified the Grantors
of the suspension of their rights under paragraph (a)(ii) of this Section 3.03, then all rights of any Grantor to dividends,
interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(ii) of this
Section 3.03 shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall have the
sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends,
interest, principal or other distributions received by any Grantor contrary to the provisions of this Section 3.03 shall
be held in trust for the benefit of the Collateral Agent, shall be segregated from other property or funds of such Grantor and
shall be forthwith delivered to the Collateral Agent upon demand in the same form as so received (with any necessary endorsements,
stock powers or other instruments of transfer). Any and all money and other property paid over to or received by the Collateral
Agent pursuant to the provisions of this paragraph (b) shall be retained by the Collateral Agent in an account to be established
by the Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of
Section 5.02. After all Events of Default have been cured or waived and the Company has delivered to the Collateral Agent
a certificate to that effect, the Collateral Agent shall promptly repay to each Grantor (without interest) all dividends, interest,
principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(ii)
of this Section 3.03 and that remain in such account.


 


(c)       Upon
the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have notified the Grantors
of the suspension of their rights under paragraph (a)(i) of this Section 3.03, then all rights of any Grantor to exercise
the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 3.03,
shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall have the sole and exclusive
right and authority to exercise such voting and consensual rights and powers, provided that, unless otherwise directed
by the Required Secured Parties, the Collateral Agent shall have the


 




     


    14 


    

right from
time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights.


 


(d)       Any
notice given by the Collateral Agent to the Grantors suspending their rights under paragraph (a) of this Section 3.03
(i) may be given by telephone if promptly confirmed in writing, (ii) may be given to one or more of the Grantors at the same or
different times and (iii) may suspend the rights of the Grantors under paragraph (a)(i) or paragraph (a)(ii) in part without suspending
all such rights (as specified by the Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting
the Collateral Agent’s right to give additional notices from time to time suspending other rights so long as an Event of
Default has occurred and is continuing.


 


SECTION 3.04.Existing
Indentures. Notwithstanding any provision herein to the contrary, none of the Collateral, the Pledged Collateral or the Article
9 Collateral shall include any “Voting Stock” of any “Significant Subsidiary” within the meaning of Section
504 of the 1988 Indenture, Section 5.04 of the 2003 Indenture, Section 4.08 of the 2015 Indenture, Section 5.05 of the 2016 Indenture
and Section 4.08 of the 2018 Indenture, in each case as in effect on the date hereof.


 


ARTICLE
IV



Security Interests in Personal Property


 


SECTION 4.01.Security
Interest. (a)Subject to Section 3.04, as security for the payment or performance, as the case may be, in full of the Obligations,
each Grantor hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security
interest (the “Security Interest”) in, all right, title and interest in, to and under any and all of the following
assets and properties now owned or at any time hereafter acquired by such Grantor or in, to or under which such Grantor now has
or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):


 


(i)        all
Accounts;


 


(ii)       all
Deposit Accounts and all Investment Property deposited therein or credited thereto, including the Concentration Account, the ABL
Collection Account, and all cash and cash equivalents deposited therein or credited thereto;


 


(iii)      all
Chattel Paper;


 


(iv)      all
Documents;


 


(v)       all
Equipment;


 


(vi)      all
General Intangibles;


 


(vii)     all
Instruments;


 




     


    15 


    

(viii)    all
Inventory;


 


(ix)       all
Investment Property;


 


(x)        Letter-of-Credit
rights;


 


(xi)       Commercial
Tort Claims included in the Article 9 Collateral pursuant to Section 4.04;


 


(xii)      all
books and records pertaining to the Article 9 Collateral; and


 


(xiii)     to
the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees
given by any Person with respect to any of the foregoing.


 


(b)       Each
Grantor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction
any initial financing statements with respect to the Article 9 Collateral or any part thereof and amendments thereto that
contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of
any financing statement or amendment, including whether such Grantor is an organization, the type of organization and any organizational
identification number issued to such Grantor. Each Grantor agrees to provide such information to the Collateral Agent promptly
upon request. Each Grantor also ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any initial
financing statements or amendments thereto if filed prior to the date hereof.


 


(c)       The
Security Interest and the security interests granted pursuant to Article III are granted as security only and shall not subject
the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor
with respect to or arising out of the Collateral.


 


(d)       Notwithstanding
anything herein to the contrary, in no event shall the security interest granted hereunder attach to (i) any contract or agreement
to which a Grantor is a party or any of its rights or interests thereunder if and for so long as the grant of such security interest
shall constitute or result in (A) the unenforceability of any right of the Grantor therein or (B) a breach or termination pursuant
to the terms of, or a default under, any such contract or agreement (other than to the extent that any such term would be rendered
ineffective pursuant to Section 9-406, 9-407, 9-408 or 9-409 of the New York UCC or any other applicable law or principles of
equity), provided, however, with respect to any contract or agreement described in clause (i) of this paragraph (d), that
such security interest shall attach immediately at such time as the condition causing such unenforceability shall be remedied
and, to the extent severable, shall attach immediately to any portion of such contract or agreement that does not result in any
of the consequences specified in subclauses (A) or (B) of this paragraph (d) including, any Proceeds of such contract
or agreement, (ii) more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary or (iii) any
Excluded Property.


 




     


    16 


    

(e)       Notwithstanding
anything herein to the contrary, any Security Interest in any Intellectual Property shall be subordinate to any license thereof
(other than a license to a Loan Party) permitted under the Credit Agreement.


 


SECTION 4.02.Representations
and Warranties. The Grantors jointly and severally represent and warrant to the Collateral Agent and the Secured Parties that:


 


(a)       Each
Grantor has good and valid rights in and title to the Article 9 Collateral with respect to which it has purported to grant
a Security Interest hereunder and has full power and authority to grant to the Collateral Agent the Security Interest in such
Article 9 Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of
this Agreement, without the consent or approval of any other Person other than any consent or approval that has been obtained.


 


(b)       (i)
The Perfection Certificate has been duly prepared, completed and executed and the information set forth therein, including the
exact legal name of each Grantor, is correct and complete as of the Restatement Effective Date and (ii) the Uniform Commercial
Code financing statements prepared by the Collateral Agent based upon the information provided to the Collateral Agent in the
Perfection Certificate for filing in each governmental office specified in Schedule 2 to the Perfection Certificate (or specified
by notice from the Company to the Collateral Agent after the Restatement Effective Date in the case of filings required by Section 5.16
of the Credit Agreement), are all the filings, recordings and registrations that are necessary to publish notice of and protect
the validity of and to establish a legal, valid and perfected security interest in favor of the Collateral Agent (for the benefit
of the Secured Parties) in respect of all Article 9 Collateral in which the Security Interest may be perfected by the filing
of a Uniform Commercial Code financing statement (or analogous document), other than a fixture filing or other filing required
to be made in any real estate recording office, in the United States of America (or any political subdivision thereof) and its
territories and possessions, and no further or subsequent filing, refiling, recording, rerecording, registration or reregistration
of such a financing statement is necessary in any such jurisdiction, except as provided under applicable law with respect to the
filing of continuation statements.


 


(c)       The
Security Interest constitutes (i) a legal and valid security interest in all the Article 9 Collateral securing the payment
and performance of the Obligations and (ii) subject to the filings described in Section 4.02(b), a perfected security
interest in all Article 9 Collateral in which a security interest may be perfected by filing a financing statement or analogous
document in the United States of America (or any political subdivision thereof) and its territories and possessions pursuant to
the Uniform Commercial Code. The Security Interest is and shall be prior to any other Lien on any of the Article 9 Collateral,
other than Permitted Encumbrances and Liens on Non-ABL Priority Collateral expressly permitted to be prior to the Security Interest
pursuant to Section 5.08 of the Credit Agreement.


 


(d)       The
Article 9 Collateral is owned by the Grantors free and clear of any Lien, except for Liens created under this Agreement and
Permitted Liens. None of


 




     


    17 


    

the Grantors
has filed or consented to the filing of (i) any financing statement or analogous document under the Uniform Commercial Code
or any other applicable laws covering any Article 9 Collateral, (ii) any assignment in which any Grantor assigns any
Collateral or any security agreement or similar instrument covering any Article 9 Collateral with the United States of America
Patent and Trademark Office or the United States of America Copyright Office except for the assignments, agreements and instruments
recorded as of the date hereof that are contemplated by the Restructuring Plan (as defined in the VS Transaction Agreement) or
(iii) any assignment in which any Grantor assigns any Article 9 Collateral or any security agreement or similar instrument
covering any Article 9 Collateral with any foreign governmental, municipal or other office, which financing statement or
analogous document, assignment, security agreement or similar instrument is still in effect, except (x) in each case, for Liens
expressly permitted pursuant to Section 5.08 of the Credit Agreement and (y) in the case of subclauses (ii) and (iii) above,
filings made in connection with transfers and licenses not prohibited by the Credit Agreement.


 


(e)       (i)
Each Grantor owns, licenses or otherwise has the rights to use, all Patents, Trademarks, Copyrights or other Intellectual Property
that is material to the preparing for sale or sale of the Inventory, (ii) the use thereof by each Grantor for any such purpose
does not infringe upon the Intellectual Property rights of any other Person and (iii) no such Intellectual Property is subject
to any Lien or other restriction (other than (A) any such Lien or other restriction with respect to which a waiver or release
has been obtained or (B) any such Lien or restriction permitted under the Credit Agreement), in each case except to the extent
(1) of any defects in ownership or licenses and any such infringements that, individually or in the aggregate, would not result
in a Material Adverse Effect or (2) that the failure to have such rights, such infringement or such Lien or restriction would
not materially adversely affect the exercise of the Collateral Agent’s rights with respect to such Intellectual Property
to prepare for sale of or to sell any Inventory under Article V.


 


SECTION 4.03.Covenants.
(a)Each Grantor shall, at its own expense, take any and all actions necessary to defend title to all material portions of the Article 9
Collateral against all Persons and to defend the Security Interest of the Collateral Agent in the Article 9 Collateral and
the priority thereof against any Lien not permitted pursuant to Section 5.08 of the Credit Agreement.


 


(b)       Each
Grantor agrees, at its own expense, to execute, acknowledge, deliver and cause to be duly filed all such further instruments and
documents and take all such actions as the Collateral Agent may from time to time reasonably request to better assure, preserve,
protect and perfect the Security Interest and the rights and remedies created hereby, including the payment of any fees and Taxes
required in connection with the execution and delivery of this Agreement, the granting of the Security Interest and the filing
of any financing statements or other documents in connection herewith or therewith; provided that (i) no filings shall
be required other than the filing of UCC financing statements (other than fixture filings and other filings required to be made
in any real estate recording office) and (ii) except as set forth in Section 5.01 following the occurrence and during the continuation
of an Event of Default,


 




     


    18 


    

no Grantor
shall be required to deliver Instruments, Chattel Paper or Securities to any Person.


 


(c)       The
Collateral Agent and such Persons as the Collateral Agent may reasonably designate shall have the right, at the Grantors’
own cost and expense, to inspect the Article 9 Collateral, all records related thereto (and to make extracts and copies from
such records) and the premises upon which any of the Article 9 Collateral is located, to discuss the Grantors’ affairs
with the officers of the Grantors and their independent accountants and to verify under reasonable procedures, in accordance with
Section 5.05 of the Credit Agreement, the validity, amount, quality, quantity, value, condition and status of, or any other
matter relating to, the Article 9 Collateral, including, in the case of Accounts or Article 9 Collateral in the possession
of any third party, if an Event of Default shall have occurred and be continuing by contacting Account Debtors or the third party
possessing such Article 9 Collateral for the purpose of making such a verification. The Collateral Agent shall have the absolute
right to share any information it gains from such inspection or verification with any Secured Party.


 


(d)       At
its option, the Collateral Agent may discharge past due Taxes, assessments, charges, fees, Liens, security interests or other
encumbrances at any time levied or placed on the Article 9 Collateral and not permitted pursuant to Section 5.08 of
the Credit Agreement, and may pay for the maintenance and preservation of the Article 9 Collateral to the extent any Grantor
fails to do so as required by this Agreement or the other Loan Documents, and each Grantor jointly and severally agrees to reimburse
the Collateral Agent on demand for any payment made or any expense incurred by the Collateral Agent pursuant to the foregoing
authorization, provided that nothing in this paragraph shall be interpreted as excusing any Grantor from the performance
of, or imposing any obligation on the Collateral Agent or any Secured Party to cure or perform, any covenants or other promises
of any Grantor with respect to Taxes, assessments, charges, fees, Liens, security interests or other encumbrances and maintenance
as set forth herein or in the other Loan Documents.


 


(e)       Each
Grantor shall remain liable to observe and perform all the conditions and obligations to be observed and performed by it under
each contract, agreement or instrument relating to the Article 9 Collateral, all in accordance with the terms and conditions
thereof, and each Grantor jointly and severally agrees to indemnify and hold harmless the Collateral Agent and the Secured Parties
from and against any and all liability for such performance.


 


(f)       None
of the Grantors shall make or permit to be made an assignment, pledge or hypothecation of the Article 9 Collateral or shall grant
any other Lien in respect of the Article 9 Collateral, except as permitted by the Credit Agreement. None of the Grantors shall
make or permit to be made any transfer of the Article 9 Collateral, except that the Grantors may use and dispose of the Article
9 Collateral in any lawful manner not inconsistent with the provisions of this Agreement, the Credit Agreement or any other Loan
Document.


 


(g)       The
Grantors, at their own expense, shall maintain or cause to be maintained insurance covering physical loss or damage to the Inventory
and Equipment


 




     


    19 


    

in accordance
with the requirements set forth in Section 5.03 of the Credit Agreement. Each Grantor irrevocably makes, constitutes and
appoints the Collateral Agent (and all officers, employees or agents designated by the Collateral Agent) as such Grantor’s
true and lawful agent (and attorney-in-fact) for the purpose, during the continuance of an Event of Default, of making, settling
and adjusting claims in respect of Article 9 Collateral under policies of insurance, endorsing the name of such Grantor on
any check, draft, instrument or other item of payment for the proceeds of such policies of insurance and for making all determinations
and decisions with respect thereto. In the event that any Grantor at any time or times shall fail to obtain or maintain any of
the policies of insurance required hereby or to pay any premium in whole or part relating thereto, the Collateral Agent may, without
waiving or releasing any obligation or liability of the Grantors hereunder or any Event of Default, in its sole discretion, obtain
and maintain such policies of insurance and pay such premium and take any other actions with respect thereto as the Collateral
Agent deems advisable. All sums disbursed by the Collateral Agent in connection with this paragraph, including reasonable attorneys’
fees, court costs, expenses and other charges relating thereto, shall be payable, upon demand, by the Grantors to the Collateral
Agent and shall be additional Obligations secured hereby.


 


(h)       None
of the Grantors will, without the Collateral Agent’s prior written consent, grant any extension of the time of payment of
any Accounts included in the Article 9 Collateral, compromise, compound or settle the same for less than the full amount
thereof, release, wholly or partly, any Person liable for the payment thereof or allow any credit or discount whatsoever thereon,
other than extensions, compromises, settlements, releases, credits or discounts granted or made in the ordinary course of business
and consistent with such Grantor’s then current credit policies and practices and in accordance with such prudent and standard
practice used in industries that are the same as or similar to those in which such Grantor is engaged.


 


SECTION 4.04.Commercial
Tort Claims. If requested by the Collateral Agent, a Grantor shall promptly deliver to the Collateral Agent a writing signed
by such Grantor, including a summary description of any Commercial Tort Claim identified by the Collateral Agent as to which such
Grantor has filed a complaint or counterclaim in which it has claimed an amount greater than $100,000,000 (or has made a claim
in an amount that is not specified, but that the Collateral Agent reasonably believes, in consultation with the Company, will
exceed $100,000,000), and grant to the Collateral Agent in such writing a security interest therein and in the proceeds thereof,
all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to the Collateral
Agent.


 


ARTICLE
V



Remedies


 


SECTION 5.01.Remedies
Upon Default. Upon the occurrence and during the continuance of an Event of Default, each Grantor agrees to deliver each
item of Collateral to the Collateral Agent on demand, and it is agreed that the Collateral Agent shall have the right to take
any of or all the following actions at the same or different times: (a) with respect to any Article 9 Collateral consisting
of Intellectual Property, on


 




     


    20 


    

demand, to
cause the Security Interest to become an assignment, transfer and conveyance of any of or all such Article 9 Collateral by the
applicable Grantors to the Collateral Agent, or to license or sublicense, whether general, special or otherwise, and whether on
an exclusive or nonexclusive basis, any such Article 9 Collateral throughout the world on such terms and conditions and in such
manner as the Collateral Agent shall determine (other than where such assignment, transfer, conveyance, license or sublicense
would constitute a breach or violation of any then-existing License to the extent that waivers cannot be obtained or to the extent
such assignment, transfer or conveyance would render such Article 9 Collateral invalid or unenforceable, or result in the abandonment
thereof or violate applicable law), and (b) with or without legal process and with or without prior notice or demand for
performance, to take possession of the Article 9 Collateral and without liability for trespass, but without breach of the peace,
to enter any premises where the Article 9 Collateral may be located for the purpose of taking possession of or removing the Article
9 Collateral and, generally, to exercise any and all rights afforded to a secured party under the Uniform Commercial Code or other
applicable law. Without limiting the generality of the foregoing, each Grantor agrees that, upon the occurrence and during the
continuance of an Event of Default, the Collateral Agent shall have the right, subject to the mandatory requirements of applicable
law, to sell or otherwise dispose of all or any part of the Collateral at a public or private sale or at any broker’s board
or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate (other
than, with respect to any Article 9 Collateral consisting of Intellectual Property, where such sale or disposal would constitute
a breach or violation of any then-existing License to the extent that waivers cannot be obtained or to the extent such sale or
disposal would render such Article 9 Collateral invalid or unenforceable, or result in the abandonment thereof or violate applicable
law). Each such purchaser at any sale of Collateral shall hold the property sold absolutely free from any claim or right on the
part of any Grantor, and each Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal
that such Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted.


 


The Collateral
Agent shall give the applicable Grantors 10 days’ written notice (which each Grantor agrees is reasonable notice within
the meaning of Section 9-611 of the New York UCC or its equivalent in other jurisdictions) of the Collateral Agent’s
intention to make any sale of Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale
and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such
sale is to be made and the day on which the Collateral or portion thereof, will first be offered for sale at such board or exchange.
Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral
Agent may fix and state in the notice (if any) of such sale. At any such sale, the Collateral, or portion thereof, to be sold
may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion)
determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so,
regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice
or publication, adjourn any public or private sale or cause the same to be adjourned from


 




     


    21 


    

time to time by announcement
at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same
was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral
so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral
Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral
so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent
permitted by law, private) sale made pursuant to this Agreement, subject to the Collateral Agent’s consent, any Secured
Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal
on the part of any Grantor (all said rights being also hereby waived and released to the extent permitted by law), the Collateral
or any part thereof offered for sale and may make payment on account thereof by using any Obligation then due and payable to such
Secured Party from any Grantor as a credit against the purchase price, and such Secured Party may, upon compliance with the terms
of sale, hold, retain and dispose of such property without further accountability to any Grantor therefor. For purposes hereof,
a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent
shall be free to carry out such sale pursuant to such agreement and no Grantor shall be entitled to the return of the Collateral
or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such
an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising
the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose
this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having
competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this
Section 5.01 shall be deemed, to the fullest extent permitted under applicable law, to conform to the commercially reasonable
standards as provided in Section 9-610(b) of the New York UCC or its equivalent in other jurisdictions.


 


SECTION 5.02.Application
of Proceeds. The Collateral Agent shall apply the proceeds of any collection or sale of Collateral, including any Collateral
consisting of cash, as follows:


 


first,
to pay any fees, indemnities, expense reimbursements or other amounts then due to any Agent and the Issuing Banks from the Borrowers
(other than in connection with OA Payment Obligations or Hedging Agreement Obligations),


 


second,
to pay any fees, indemnities or expense reimbursements then due to the Lenders from the Borrowers (other than in connection with
Hedging Agreement Obligations),


 


third,
to pay interest accrued on the Protective Advances,


 


fourth,
to pay the principal of the Protective Advances,


 


fifth,
to pay interest then due and payable on the Loans,


 




     


    22 


    

sixth,
to pay the principal of the Loans and unreimbursed LC Disbursements,


 


seventh,
to pay to the Administrative Agent an amount equal to 105% of the aggregate LC Exposure, to be held as cash collateral for such
Obligations,


 


eighth,
to pay any amounts owing to Citibank, N.A. or its Affiliates with respect to OA Payment Obligations, not to exceed 5% of the Maximum
Borrowing Amount at such time,


 


ninth,
to pay any amounts owing with respect to Hedging Agreement Obligations, and


 


tenth,
to the payment of any other Obligation due to any Agent, any Issuing Bank, any Lender or any other Secured Party.


 


The Collateral Agent shall have,
to the fullest extent permitted under applicable law, absolute discretion as to the time of application of any such proceeds,
moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant
to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making
the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers
shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer
or be answerable in any way for the misapplication thereof. Notwithstanding the foregoing, the proceeds of any collection, sale,
foreclosure or realization upon any Collateral of any Grantor, including any collateral consisting of cash, shall not be applied
to any Excluded Swap Obligation of such Grantor and shall instead be applied to other secured obligations.


 


SECTION 5.03.Grant
of License to Use Intellectual Property. For the purpose of enabling the Collateral Agent to exercise rights and remedies
under this Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each
Grantor hereby (a) grants to the Collateral Agent exercisable only upon or after the occurrence and solely during the continuance
of an Event of Default an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the
Grantors) to use, license or sublicense any Intellectual Property (other than Excluded Property) now owned or hereafter acquired
by such Grantor, and wherever the same may be located (other than where such use, license or sublicense would constitute a breach
or violation of any then-existing License to the extent that waivers cannot be obtained or to the extent such use, license or
sublicense would render such Intellectual Property invalid or unenforceable, or result in the abandonment thereof or violate applicable
law); provided that, in the case of Trademarks, the foregoing license to the Collateral Agent and any such license or sublicense
granted thereunder shall be subject to sufficient rights to quality control and inspection in favor of such Grantor to avoid the
risk of abandonment, invalidation or unenforceability of such Trademark, and including in such license reasonable access to all
media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation
or printout thereof, the right to prosecute and maintain all Intellectual


 




     


    23 


    

Property and
the right to sue for infringement of the Intellectual Property, and (b) irrevocably agrees that the Collateral Agent may sell
any of such Grantor’s Inventory directly to any Person, including Persons that have previously purchased the Grantor’s
Inventory from such Grantor and in connection with any such sale or other enforcement of the Collateral Agent’s rights under
this Agreement, may sell Inventory which bears any Trademark owned by or licensed to such Grantor and any Inventory that is covered
by any Copyright owned by or licensed to such Grantor and the Collateral Agent may finish any work in process and affix any Trademark
owned by or licensed to such Grantor and sell such Inventory as provided herein. The use of such license by the Collateral Agent
may be exercised, at the option of the Collateral Agent, upon or after the occurrence and solely during the continuation of an
Event of Default, provided that any license, sublicense or other transaction entered into by the Collateral Agent in accordance
herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default.


 


SECTION 5.04.Securities
Act. In view of the position of the Grantors in relation to the Pledged Collateral, or because of other current or future
circumstances, a question may arise under the Securities Act of 1933, as now or hereafter in effect, or any similar statute hereafter
enacted analogous in purpose or effect (such Act and any such similar statute as from time to time in effect being called the
“Federal Securities Laws”) with respect to any disposition of the Pledged Collateral permitted hereunder. Each
Grantor understands that compliance with the Federal Securities Laws might very strictly limit the course of conduct of the Collateral
Agent if the Collateral Agent were to attempt to dispose of all or any part of the Pledged Collateral, and might also limit the
extent to which or the manner in which any subsequent transferee of any Pledged Collateral could dispose of the same. Similarly,
there may be other legal restrictions or limitations affecting the Collateral Agent in any attempt to dispose of all or part of
the Pledged Collateral under applicable Blue Sky or other state securities laws or similar laws analogous in purpose or effect.
Each Grantor recognizes that in light of such restrictions and limitations the Collateral Agent may, with respect to any sale
of the Pledged Collateral, limit the purchasers to those who will agree, among other things, to acquire such Pledged Collateral
for their own account, for investment, and not with a view to the distribution or resale thereof. Each Grantor acknowledges and
agrees that in light of such restrictions and limitations, the Collateral Agent, in its sole and absolute discretion, (a) may
proceed to make such a sale whether or not a registration statement for the purpose of registering such Pledged Collateral or
part thereof shall have been filed under the Federal Securities Laws or, to the extent applicable, Blue Sky or other state securities
laws and (b) may approach and negotiate with a single potential purchaser to effect such sale. Each Grantor acknowledges
and agrees that any such sale might result in prices and other terms less favorable to the seller than if such sale were a public
sale without such restrictions. In the event of any such sale, to the fullest extent permitted under applicable law, the Collateral
Agent shall incur no responsibility or liability for selling all or any part of the Pledged Collateral at a price that the Collateral
Agent, in its sole and absolute discretion, may in good faith deem reasonable under the circumstances, notwithstanding the possibility
that a substantially higher price might have been realized if the sale were deferred until after registration as aforesaid or
if more than a single purchaser were approached. The provisions of this Section 5.04 will apply


 




     


    24 


    

notwithstanding
the existence of a public or private market upon which the quotations or sales prices may exceed substantially the price at which
the Collateral Agent sells.


 


SECTION 5.05.Registration.
Each Grantor agrees that, upon the occurrence and during the continuance of an Event of Default, if for any reason the Collateral
Agent desires to sell any of the Pledged Collateral (the issuer in respect of which is a Consolidated Subsidiary) at a public
sale, it will, at any time and from time to time, upon the written request of the Collateral Agent, use its best efforts to take
or to cause the issuer of such Pledged Collateral to take such action and prepare, distribute and/or file such documents, as are
required or advisable in the reasonable opinion of counsel for the Collateral Agent to permit the public sale of such Pledged
Collateral. Each Grantor further agrees to indemnify, defend and hold harmless the Collateral Agent, each other Secured Party,
any underwriter and their respective affiliates and their respective officers, directors, affiliates and controlling persons from
and against all loss, liability, expenses, costs of counsel (including reasonable fees and expenses to the Collateral Agent of
legal counsel), and claims (including the costs of investigation) that they may incur insofar as such loss, liability, expense
or claim arises out of or is based upon any alleged untrue statement of a material fact contained in any prospectus (or any amendment
or supplement thereto) or in any notification or offering circular, or arises out of or is based upon any alleged omission to
state a material fact required to be stated therein or necessary to make the statements in any thereof not misleading, except
insofar as the same may have been caused by any untrue statement or omission based upon information furnished in writing to such
Grantor or the issuer of such Pledged Collateral by the Collateral Agent or any other Secured Party expressly for use therein.
Each Grantor further agrees, upon such written request referred to above, to use its best efforts to qualify, file or register,
or cause the issuer of such Pledged Collateral to qualify, file or register, any of the Pledged Collateral under the Blue Sky
or other securities laws of such states as may be requested by the Collateral Agent and keep effective, or cause to be kept effective,
all such qualifications, filings or registrations. Each Grantor will bear all costs and expenses of carrying out its obligations
under this Section 5.05. Each Grantor acknowledges that there is no adequate remedy at law for failure by it to comply with
the provisions of this Section 5.05 and that such failure would not be adequately compensable in damages, and therefore agrees
that its agreements contained in this Section 5.05 may be specifically enforced.


 


ARTICLE
VI



Collection and Application of Collateral Proceeds; Deposit Accounts


 


SECTION
6.01.Deposit Accounts and Securities Accounts. (a) Each Grantor hereby acknowledges the Collateral and Guarantee Requirement
of the Credit Agreement and agrees to take, and to cause all its subsidiaries to take, all such actions as shall be required in
order to satisfy the Collateral and Guarantee Requirement and to be bound by such requirement with the same force and effect,
and to the same extent, as if such Subsidiary Loan Party were a party to the Credit Agreement. In furtherance thereof, each Grantor
agrees:


 




     


    25 


    

(i)       
promptly to notify and direct each applicable credit card issuer or credit card processor in respect of any Credit Card Receivable
and each Account Debtor in respect of any Account to make all payments in respect of Credit Card Receivables and Accounts directly
to the Concentration Account by means of a Credit Card Notification or a form of notice referring to the Collateral Agent’s
security interest in Accounts satisfactory to the Collateral Agent (and, if such Grantor shall fail so to notify any such obligor
or Account Debtor, the Collateral Agent shall be entitled to make such notification directly to such credit card issuer, credit
card processor or Account Debtor),


 


(ii)        to
use all reasonable efforts to cause each obligor and Account Debtor identified in clause (i) above to make all payments with
respect to such Accounts directly to Concentration Account,


 


(iii)        promptly
to deposit all payments otherwise received by it on account of Accounts or Payment Intangibles, whether in the form of cash, checks,
notes, drafts, bills of exchange, money orders or otherwise, in the Concentration Account in precisely the form in which received
(but with any endorsements of such Grantor necessary for deposit or collection), and


 


(iv)       without
the prior written consent of the Collateral Agent, not to change, in any manner adverse to the Lenders, the general instructions
given to obligors in respect of Credit Card Receivables or to Account Debtors in respect of Accounts to remit payments thereon
to the Concentration Account.


 


(b)       During
any Cash Dominion Period, (i) all funds deposited into the Concentration Account shall be swept to the ABL Collection Account
at the end of each Business Day, (ii) the Collateral Agent shall instruct each depositary bank with respect to any Deposit Account
for which a Control Agreement is in place to transfer at the end of each Business Day during such Cash Dominion Period (or with
such other frequency as shall be specified by the Collateral Agent) into the ABL Collection Account all funds then deposited in
any such Deposit Account and (iii) each Grantor shall cause all funds deposited in any Deposit Account or Securities Account for
which a Control Agreement is not in place (other than an Excluded Deposit Account or Excluded Securities Account and other than
any such Deposit Account or Securities Account in which station receipts are deposited and the available amounts in which are
swept at the end of each Business Day during such Cash Dominion Period to the Concentration Account) to be swept at the end of
each Business Day during such Cash Dominion Period into the ABL Collection Account. The Collateral Agent shall hold and apply
funds received into the ABL Collection Account during such Cash Dominion Period as provided in Section 2.09(f) of the Credit
Agreement. The ABL Collection Account is, and shall remain, under the sole dominion and control of the Collateral Agent. Each
Grantor acknowledges and agrees that (A) such Grantor has no right of withdrawal from the ABL Collection Account and (B) the
funds on deposit in the ABL Collection Account shall continue to be collateral security for all of the Secured Obligations.


 


(c)       Upon
the occurrence and during the continuance of an Event of Default, (i) the Collateral Agent shall instruct each depositary bank
with respect to any


 




     


    26 


    

Deposit
Account and each securities intermediary with respect to any Securities Account, in each case, for which a Control Agreement is
in place to transfer at the end of each Business Day (or with such other frequency as shall be specified by the Collateral Agent)
into the ABL Collection Account (or any other Deposit Account) all funds then deposited in any such Deposit Account and (ii) the
Collateral Agent may, at its election, apply the funds on deposit as provided in Section 2.09(f) of the Credit Agreement
in the ABL Collection Account, the Concentration Account and any other Deposit Account or Securities Account for which a Control
Agreement is in place as provided in Section 6.02. Effective upon notice to the Grantors from the Collateral Agent after
the occurrence and during the continuance of an Event of Default (which notice may be given by telephone if promptly confirmed
in writing), the Concentration Account and any other Deposit Account or Securities Account for which a Control Agreement is in
place will, without any further action on the part of any Grantor, the Collateral Agent or any sub-agent, convert into a closed
lockbox account under the exclusive dominion and control of the Administrative Agent in which funds are held subject to the rights
of the Collateral Agent hereunder.


 


SECTION
6.02.Additional Accounts. (a) No Grantor may open or maintain a Deposit Account or Securities Account (other than an
Excluded Deposit Account or Excluded Securities Account) unless the bank or financial institution at which such Grantor seeks
to open such Deposit Account or Securities Account has entered into a Control Agreement giving the Collateral Agent Control of
such Deposit Account or Securities Account to the extent required under and as set forth in the Collateral and Guarantee Requirement
and Section 5.14 of the Credit Agreement, provided that the Collateral Agent may, in its discretion, with respect
to any such Deposit Account or Securities Account that is not subject to a Control Agreement, (i) defer delivery of a Control
Agreement with respect to such account or (ii) require such Grantor to replace such account with one or more new accounts opened
and maintained with a bank or financial institution that is subject to an existing Control Agreement (it being understood and
agreed that, prior to the opening of such new accounts referenced in the immediately preceding clause (ii), the Collateral Agent
shall be entitled in its Permitted Discretion and upon prior written notice to the Company to establish a Reserve with respect
to those accounts referenced in the immediately preceding clause (i) for which a Control Agreement has not yet been executed and
delivered). In the case of Deposit Accounts and Securities Accounts maintained with any Lender, the terms of each Control Agreement
entered into with such Lender shall be subject to the provisions of the Credit Agreement regarding setoff.


 


ARTICLE
VII



Indemnity, Subrogation and Subordination


 


SECTION 7.01.Indemnity
and Subrogation. In addition to all such rights of indemnity and subrogation as the Guarantors may have under applicable law
(but subject to Section 6.03), the Company agrees that (a) in the event a payment in respect of any obligation shall be made
by any Guarantor under this Agreement, the Company shall indemnify such Guarantor for the full amount of such payment and such
Guarantor shall be subrogated to the rights of the Person to whom such payment shall have been made to the extent of such payment
and (b) in the event any assets of any


 




     


    27 


    

Guarantor shall
be sold pursuant to this Agreement or any other Security Document to satisfy in whole or in part an Obligation owed to any Secured
Party, the Company shall indemnify such Guarantor in an amount equal to the greater of the book value or the fair market value
of the assets so sold.


 


SECTION 7.02.Contribution
and Subrogation. Each Guarantor and Grantor (a “Contributing Party”) agrees (subject to Section 6.03)
that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Obligation or assets of any other
Grantor (other than the Company) shall be sold pursuant to any Security Document to satisfy any Obligation owed to any Secured
Party and such other Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the
Company as provided in Section 6.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the
amount of such payment or the greater of the book value or the fair market value of such assets (the “Indemnified Amount”),
as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party
on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors and Grantors on the date hereof
(or, in the case of any Guarantor or Grantor becoming a party hereto pursuant to Section 8.14, the date of the supplement
hereto executed and delivered by such Guarantor or Grantor). Any Contributing Party making any payment to a Claiming Party pursuant
to this Section 6.02 shall (subject to Section 6.03) be subrogated to the rights of such Claiming Party under Section 6.01
to the extent of such payment. Notwithstanding the foregoing, to the extent that any Claiming Party’s right to indemnification
hereunder arises from a payment or sale of Collateral made to satisfy secured Obligations constituting Swap Obligations, only
those Contributing Parties for whom such Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming
Party, with the fraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification
of the entire Indemnified Amount.


 


SECTION 7.03.Subordination.
(a)Notwithstanding any provision of this Agreement to the contrary, all rights of the Guarantors and Grantors under Sections 6.01
and 6.02 and all other rights of the Guarantors and Grantors of indemnity, contribution or subrogation under applicable law or
otherwise shall be fully subordinated to the indefeasible payment in full in cash of the Obligations. No failure on the part of
the Company or any Guarantor or Grantor to make the payments required by Sections 6.01 and 6.02 (or any other payments required
under applicable law or otherwise) shall in any respect limit the obligations and liabilities of any Guarantor or Grantor with
respect to its obligations hereunder, and each Guarantor and Grantor shall remain liable for the full amount of the obligations
of such Guarantor or Grantor hereunder.


 


(b)       Each
Guarantor and Grantor hereby agrees that, in any bankruptcy, insolvency or other similar proceeding or at any time that remedies
are being exercised hereunder in respect of an Event of Default that has occurred and is continuing, all Indebtedness and other
monetary obligations owed by it to any other Guarantor, Grantor or any other Consolidated Subsidiary shall be fully subordinated
to the indefeasible payment in full in cash of the Obligations.


 





 




     


    28 


    

ARTICLE
VIII



Miscellaneous


 


SECTION 8.01.Notices.
All communications and notices hereunder shall (except as otherwise expressly permitted herein) be in writing and given as provided
in Section 8.01 of the Credit Agreement. All communications and notices hereunder to any Subsidiary Party shall be given
to it in care of the Company as provided in Section 8.01 of the Credit Agreement.


 


SECTION 8.02.Waivers;
Amendment. (a)No failure or delay by any Agent, any Issuing Bank or any Lender in exercising any right or power hereunder or
under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or
power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise
thereof or the exercise of any other right or power. The rights and remedies of the Collateral Agent, any Issuing Bank and the
Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they
would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Loan Party therefrom shall
in any event be effective unless the same shall be permitted by paragraph (b) of this Section 8.02, and then such waiver
or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality
of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless
of whether the Collateral Agent, any Lender or any Issuing Bank may have had notice or knowledge of such Default at the time.
No notice or demand on any Loan Party in any case shall entitle any Loan Party to any other or further notice or demand in similar
or other circumstances.


 


(b)       Neither
this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing
entered into by the Collateral Agent (with the written consent of the Required Secured Parties) and the Loan Party or Loan Parties
with respect to which such waiver, amendment or modification is to apply.


 


SECTION 8.03.Collateral
Agent’s Expenses; Indemnification. The parties hereto agree that the Collateral Agent shall be entitled to reimbursement
of its expenses incurred hereunder and to indemnification, in each case as provided in Section 8.03 of the Credit Agreement.


 


SECTION 8.04.Successors
and Assigns. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include
the permitted successors and assigns of such party; and all covenants, promises and agreements by or on behalf of any Guarantor,
Grantor or the Collateral Agent that are contained in this Agreement shall bind and inure to the benefit of their respective successors
and assigns.


 


SECTION 8.05.Survival
of Agreement. All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and
in


 




     


    29 


    

the certificates
or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document shall be
considered to have been relied upon by the Lenders and shall survive the execution and delivery of the Loan Documents and the
making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any Lender or on its behalf
and notwithstanding that the Collateral Agent, any Issuing Bank or any Lender may have had notice or knowledge of any Default
or incorrect representation or warranty at the time any credit is extended under the Credit Agreement, and shall continue in full
force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under
any Loan Document is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired
or terminated.


 


SECTION
8.06.Counterparts; Effectiveness; Several Agreement; Electronic Execution. (a) This Agreement may be executed in
counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all
of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page to
this Agreement by facsimile transmission shall be effective as delivery of a manually signed counterpart of this Agreement.
This Agreement shall become effective as to any Loan Party when a counterpart hereof executed on behalf of such Loan Party
shall have been delivered to the Collateral Agent and a counterpart hereof shall have been executed on behalf of the
Collateral Agent, and thereafter shall be binding upon such Loan Party and the Collateral Agent and their respective
permitted successors and assigns, and shall inure to the benefit of such Loan Party, the Collateral Agent and the other
Secured Parties and their respective successors and assigns, except that no Loan Party shall have the right to assign or
transfer its rights or obligations hereunder or any interest herein or in the Collateral (and any such assignment or transfer
shall be void) except as expressly contemplated by this Agreement or the Credit Agreement. This Agreement shall be construed
as a separate agreement with respect to each Loan Party and may be amended, modified, supplemented, waived or released with
respect to any Loan Party without the approval of any other Loan Party and without affecting the obligations of any other
Loan Party hereunder.


 


(b)       Delivery
of an executed counterpart of a signature page of this Agreement 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. 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
any Agent to accept electronic signatures in any form or format without its prior written consent. Without limiting the generality
of the foregoing,


 




     


    30 


    

each party
hereto hereby (i) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring,
enforcement of remedies, bankruptcy proceedings or litigation among the Agents, the Lenders and the Loan Parties, electronic images
of this Agreement (in each case, including with respect to any signature pages thereto) shall have the same legal effect, validity
and enforceability as any paper original, and (ii) waives any argument, defense or right to contest the validity or enforceability
of this Agreement based solely on the lack of paper original copies of this Agreement, including with respect to any signature
pages thereto.


 


SECTION 8.07.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 8.08.Right
of Set-Off. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby
authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits
(general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender
or Affiliate to or for the credit or the account of any Guarantor against any of and all the obligations of such Guarantor now
or hereafter existing under this Agreement owed to such Lender.


 


SECTION
8.09.Governing Law; Jurisdiction; Consent to Service of Process. (a) This Agreement shall be construed in
accordance with and governed by the law of the State of New York.


 


(b)       Each
of the Loan Parties hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction
of the Supreme Court of the State of New York sitting in New York County and of the United States of America District Court of
the Southern District of New York, and any appellate court from any thereof, in any suit, action, proceeding, claim or counterclaim
arising out of or relating to this Agreement or any other Loan Document, or for recognition or enforcement of any judgment, and
each of the parties hereto hereby irrevocably and unconditionally agrees, to the fullest extent permitted under applicable law,
that all claims in respect of any such suit, action, proceeding, claim or counterclaim may be heard and determined in such New York
State or Federal court. Each of the parties hereto agrees that a final judgment in any such suit, action, proceeding, claim or
counterclaim shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided
by law. Nothing in this Agreement or any other Loan Document shall affect any right that any Agent, any Issuing Bank or any Lender
may otherwise have to bring any suit, action, proceeding, claim or counterclaim relating to this Agreement or any other Loan Document
against any Grantor, Guarantor, or their respective properties in the courts of any jurisdiction.


 


(c)       Each
of the Loan Parties hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so,
any objection that it may


 




     


    31 


    

now or hereafter
have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document
in any court referred to in paragraph (b) of this Section 8.09. Each of the parties hereto hereby irrevocably waives, to the fullest
extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.


 


(d)       Each
party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.01. 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 8.10.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 SUIT, ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS
AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY
OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND
(B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS,
THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7.10.


 


SECTION 8.11.Headings.
Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this
Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.


 


SECTION 8.12.Security
Interest Absolute. All rights of the Collateral Agent hereunder, the Security Interest, the grant of a security interest in
the Pledged Collateral and all obligations of each Grantor and Guarantor hereunder shall be absolute and unconditional irrespective
of (a) any lack of validity or enforceability of the Credit Agreement, any other Loan Document, any agreement with respect
to any of the Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time,
manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or
any consent to any departure from the Credit Agreement, any other Loan Document or any other agreement or instrument, (c) any
exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under
or departure from any guarantee, securing or guaranteeing all or any of the Obligations, or (d) any other circumstance that
might otherwise constitute a defense available to, or a discharge of, any Grantor or Guarantor in respect of the Obligations or
this Agreement.


 




     


    32 


    

SECTION 8.13.Termination
or Release. (a)This Agreement, the Guarantees made herein, the Security Interest and all other security interests granted hereby
shall terminate when all the Loan Document Obligations have been paid in full and the Lenders have no further commitment to lend
under the Credit Agreement, the LC Exposure has been reduced to zero and each Issuing Bank has no further obligations to issue
Letters of Credit under the Credit Agreement.


 


(b)       A
Subsidiary Party shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of
such Subsidiary Party shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement
as a result of which such Subsidiary Party ceases to be a Consolidated Subsidiary.


 


(c)       Upon
any sale or other transfer by any Grantor of any Collateral that is permitted under the Credit Agreement (other than a sale or
other transfer to a Loan Party), the security interest in such Collateral shall be automatically released.


 


(d)       In
connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Section 8.13, the Collateral
Agent shall execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably
request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 8.13 shall
be without recourse to or warranty by the Collateral Agent.


 


SECTION 8.14.Additional
Subsidiaries. Pursuant to Section 5.16 of the Credit Agreement, each Material Subsidiary that was not in existence or not
a Material Subsidiary on the Restatement Effective Date is required to enter into this Agreement as a Subsidiary Party upon becoming
such a Material Subsidiary. Upon execution and delivery by the Collateral Agent and a Subsidiary of an instrument in the form
of Exhibit I hereto, such Subsidiary shall become a Subsidiary Party hereunder with the same force and effect as if originally
named as a Subsidiary Party herein. The execution and delivery of any such instrument shall not require the consent of any other
party hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding
the addition of any new Loan Party as a party to this Agreement.


 


SECTION 8.15.Collateral
Agent Appointed Attorney-in-Fact. Each Grantor hereby appoints the Collateral Agent the attorney-in-fact of such Grantor for
the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral
Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an
interest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and
during the continuance of an Event of Default, with full power of substitution either in the Collateral Agent’s name or
in the name of such Grantor (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts,
money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive
payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to sign the name of any
Grantor


 




     


    33 


    

on any invoice
or bill of lading relating to any of the Collateral; (d) to send verifications of Accounts or Payment Intangibles to any
Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court
of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect
of any Collateral; (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all
or any of the Collateral; (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to
the Collateral Agent; and (h) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal
with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement,
as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes, provided
that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or
to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any
claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in
respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only
for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers,
directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own
gross negligence or willful misconduct.


 


SECTION 8.16.Collateral
Agent. The provisions set forth in Article VII of the Credit Agreement shall apply for the purpose of this Agreement as fully
as if set forth herein. The Collateral Agent shall be fully protected in acting upon any instructions of the Required Secured
Parties, and the holders of other Obligations shall not be entitled to direct any action by the Collateral Agent hereunder.


 


SECTION 8.17.Existing
Collateral Agreement. Effective on the Restatement Effective Date, the Existing Collateral Agreement is hereby amended and
restated in its entirety hereby. The amendment and restatement of the Existing Collateral Agreement hereby shall not be construed
to discharge or otherwise affect (a) any obligations of any Guarantor or Grantor accrued or otherwise owing under the Existing
Collateral Agreement or (b) any security interest granted pursuant to the Existing Collateral Agreement, it being understood that
such obligations and security interests shall continue hereunder. Without limiting the generality of the foregoing, this Agreement
is not intended to constitute a novation of the Existing Collateral Agreement.


 


[Signature
Pages Follow]


 




     


     


    

IN WITNESS
WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.


 


	L BRANDS, INC.
	by
	 	/s/ Timothy J. Faber
	 	Name: Timothy J. Faber
	 	Title:SVP and Treasurer
	 	 




 

	BATH
        & BODY WORKS BRAND MANAGEMENT, INC.

        

        BATH
        & BODY WORKS DIRECT, INC.

        

        BATH
        & BODY WORKS, LLC

        

        BEAUTYAVENUES,
        LLC

        

        DIRECT
        FACTORING, LLC

        

        INTIMATE
        BRANDS HOLDING, LLC

        

        INTIMATE
        BRANDS, INC.

        

        L
        BRANDS DIRECT FULFILLMENT, LLC

        

        L
        BRANDS SERVICE COMPANY, LLC

        

        L
        BRANDS STORE DESIGN AND CONSTRUCTION, INc.

        

        MII
        BRAND IMPORT, LLC

        

        VICTORIA’s
        SECRET DIRECT BRAND MANAGEMENT, LLC

        

        VICTORIA’s
        SECRET STORES BRAND MANAGEMENT, LLC

        

        VICTORIA’s
        SECRET STORES, LLC

         

         

	by
	 	/s/ Timothy J. Faber
	 	Name: Timothy J. Faber
	 	Title: Senior Vice President

 


 


 


 


 


 


[Signature
Page to Guarantee and Collateral Agreement]


 







     


     


    

	JPMORGAN CHASE BanK, N.A., as
    Collateral Agent,
	by
	 	/s/ Tony Yung
	 	Name: Tony Yung
	 	Title: Executive Director

 


 


 


 


 


 


[Signature
Page to Guarantee and Collateral Agreement]


 







     


     


    




Schedule I
to the 


Guarantee
and 


Collateral
Agreement


 







 


 


 


 


SUBSIDIARY
PARTIES


 


Bath & Body Works Brand Management,
Inc.


 


Bath & Body Works Direct,
Inc.


 


Bath & Body Works, LLC


 


beautyAvenues, LLC


 


Intimate Brands Holding, LLC


 


Intimate Brands, Inc.


 


L Brands Direct Fulfillment,
Inc.


 


L Brands Service Company, LLC


 


L Brands Store Design & Construction,
Inc.


 


Direct Factoring, LLC


 


MII Brand Import, LLC


 


Victoria’s Secret Direct
Brand Management, LLC


 


Victoria’s Secret Stores
Brand Management, Inc.


 


Victoria’s Secret Stores,
LLC


 




     


     


    




Exhibit I
to the


Guarantee
and


Collateral
Agreement




 


 


 


SUPPLEMENT
NO. __ dated as of [•], to the Amended and Restated Guarantee and Collateral Agreement dated as of April 30, 2020 (the “Collateral
Agreement”), among L BRANDS, INC., a Delaware corporation (the “Company”), certain subsidiaries of the
Company party thereto (each such subsidiary individually a “Subsidiary Guarantor” and, collectively, the “Subsidiary
Guarantors”; the Subsidiary Guarantors and the Company are referred to collectively herein as the “Grantors”)
and JPMORGAN CHASE BANK, N.A., a national banking association (“JPMCB”), as collateral agent (in such capacity,
the “Collateral Agent”).


 


A.
Reference is made to the Amended and Restated Credit Agreement dated as of April 30, 2020
(as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Company,
the lenders party thereto and JPMCB, as administrative agent and collateral agent.


 


B.
Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned
to such terms in the Credit Agreement and the Collateral Agreement.


 


C.
The Grantors have entered into the Collateral Agreement in order to induce the Lenders to
make and maintain Loans and the Issuing Banks to issue Letters of Credit. Section 8.14 of the Collateral Agreement provides that
additional Subsidiaries of the Company may become Subsidiary Parties under the Collateral Agreement by execution and delivery
of an instrument in the form of this Supplement. The undersigned Subsidiary (the “New Subsidiary”) is executing
this Supplement to become a Subsidiary Party under the Collateral Agreement in order to induce the Lenders to make additional
Loans and the Issuing Banks to issue additional Letters of Credit and as consideration for Loans previously made and Letters of
Credit previously issued.


 


Accordingly,
the Collateral Agent and the New Subsidiary agree as follows:


 


SECTION
1. In accordance with Section 8.14 of the Collateral Agreement, the New Subsidiary by
its signature below becomes a Subsidiary Party, Grantor and Guarantor under the Collateral Agreement with the same force and effect
as if originally named therein as a Subsidiary Party, Grantor and Guarantor and the New Subsidiary hereby (a) agrees to all the
terms and provisions of the Collateral Agreement applicable to it as a Subsidiary Party, Grantor and Guarantor thereunder and
(b) represents and warrants that the representations and warranties made by it as a Grantor and Guarantor thereunder are
true and correct on and as of the date hereof. In furtherance of the foregoing, the New Subsidiary, as security for the payment
and performance in full of the Obligations (as defined in the Collateral Agreement), does hereby create and grant to the Collateral
Agent, its successors and assigns, for the benefit of the Secured Parties, their successors and assigns, a security interest in
and lien on all of


 




     


     


    




Exhibit I
to the


Guarantee
and


Collateral
Agreement




 


 


the New Subsidiary’s
right, title and interest in and to the Collateral (as defined in the Collateral Agreement) of the New Subsidiary. Each reference
to a “Guarantor” or “Grantor” in the Collateral Agreement shall be deemed to include the New Subsidiary.
The Collateral Agreement is hereby incorporated herein by reference.


 


SECTION
2. The New Subsidiary represents and warrants to the Collateral Agent and the other Secured
Parties that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding
obligation, enforceable against it in accordance with its terms.


 


SECTION
3. This Supplement may be executed in counterparts (and by different parties hereto on different
counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.
This Supplement shall become effective when the Collateral Agent shall have received a counterpart of this Supplement that bears
the signature of the New Subsidiary and the Collateral Agent has executed a counterpart hereof. Delivery of an executed signature
page to this Supplement by facsimile transmission shall be effective as delivery of a manually signed counterpart of this Supplement.


 


SECTION
4. The New Subsidiary hereby represents and warrants that set forth on Schedule I attached
hereto is a schedule with the true and correct legal name of the New Subsidiary, its jurisdiction of formation and the location
of its chief executive office.


 


SECTION
5. Except as expressly supplemented hereby, the Collateral Agreement shall remain in full
force and effect.


 


SECTION
6. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


SECTION
7. Any provision of this Supplement 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 or of the Collateral Agreement, and the invalidity
of a particular provision contained herein or in the Collateral Agreement in a particular jurisdiction shall not invalidate such
provision in any other jurisdiction.


 


SECTION
8. All communications and notices hereunder shall be given as provided in Section 8.01
of the Collateral Agreement.


 


SECTION
9. The New Subsidiary agrees to reimburse the Collateral Agent for its reasonable out-of-pocket
expenses in connection with this Supplement, including the reasonable fees, other charges and disbursements of counsel for the
Collateral Agent.


 




     


     


    






Exhibit I
to the


Guarantee
and


Collateral
Agreement


 


 


IN
WITNESS WHEREOF, the New Subsidiary and the Collateral Agent have duly executed this Supplement to the Collateral Agreement as
of the day and year first above written.


 


	[Name Of New Subsidiary],
	by
	 	 
	 	Name:
	 	Title:




 


 

	JPMORGAN CHASE BANK, N.A.,

    as Collateral Agent
	by
	 	 
	 	Name:
	 	Title:




     


     


    




Schedule I


to Supplement
No. __ to the


Guarantee
and


Collateral
Agreement




 


 


NEW SUBSIDIARY
INFORMATION


 


	Name	Jurisdiction of Formation	Chief Executive Office
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 




     


     


    




Exhibit II
to the


Guarantee
and


Collateral
Agreement




 


 


PERFECTION
CERTIFICATE


 


[Date]


 


Reference
is made to the Amended and Restated Credit Agreement dated as of April 30, 2020 (as amended, supplemented or otherwise modified
from time to time, the “Credit Agreement”), among L Brands, Inc. (the “Company”), the borrowing
subsidiaries from time to time party thereto, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative
agent and collateral agent. Capitalized terms used but not defined herein have the meanings assigned in the Credit Agreement or
the Collateral Agreement referred to therein, as applicable.


 


The undersigned, a Financial
Officer and the chief legal officer, respectively, of the Company, in each case in his or her capacity as such and not in his
or her personal capacity, hereby certify to the Collateral Agent and each other Secured Party as follows:


 


1.  Names. (a)
The exact legal name of each Grantor, as such name appears in its respective certificate of formation, is set forth in Schedule
1.


 


(b)  Set forth in Schedule
1 is each other legal name each Grantor has had in the past five years, together with the date of the relevant change.


 


(c)  Except as set
forth in Schedule 1(c) hereto, no Grantor has changed its identity or corporate structure or conducted business under any
other name (including tradenames, assumed names or similar appellations) in any way within the past five years.


 


(d)  Set forth in Schedule
1 is the Organizational Identification Number, if any, issued by the jurisdiction of formation of each Grantor that is a registered
organization:


 


2.  Current Locations.
Set forth on Schedule 2 are (i) the address of the chief executive office of each Grantor, (ii) the jurisdiction of formation
of each Grantor, (iii) all locations where each Grantor maintains any books or records relating to any Accounts, (iv) all locations
where such Grantor maintains a place of business or any Collateral (with fair value of $1,000,000 or more) not otherwise identified
on Schedule 2 and (v) the name and address of any Person other than a Grantor that has possession of any Collateral (with fair
value of $1,000,000 or more) (indicating whether such Person holds such Collateral subject to a Lien (including warehousemen’s,
mechanics’ and other statutory liens)).


 


3.  Unusual Transactions.
All Accounts and Payment Intangibles have been originated by the Grantors and all Inventory has been acquired by the Grantors
in the ordinary course of business.


 


4.  File Search
Reports. File search reports have been obtained from each Uniform Commercial Code filing office identified with respect to
such Grantor in Section 2


 




     


     


    

2


 


hereof, and such search reports
reflect no liens against any of the Collateral other than those permitted under the Credit Agreement.


 


5.  UCC Filings.
Financing statements in substantially the form of Schedule 5 hereto have been prepared for filing in the proper Uniform Commercial
Code filing office in the jurisdiction in which each Grantor is located as set forth with respect to such Grantor in Section 5
hereof.


 


6.  Schedule of
Filings. Attached hereto as Schedule 6 is a schedule setting forth, with respect to the filings described in Section 5 above,
each filing and the filing office in which such filing is to be made.


 


7. Deposit Accounts. Set
forth on Schedule 7 is a complete and correct list of all deposit accounts maintained by each Grantor, other than Excluded Deposit
Accounts, specifying the name and address of the depositary institution, the type of account and the account number.


 


8. Commercial Tort Claims.
Attached hereto as Schedule 8 is a true and correct list of commercial tort claims in excess of $100,000,000 held by any Grantor,
including a brief description thereof.


 


9. Credit Card Agreements.
Set forth on Schedule 9 is a complete and correct list of each Credit Card Agreement to which any Grantor is a party.


 




     


     


    

3


 


IN WITNESS
WHEREOF, the undersigned have duly executed this certificate on the day and year first above written.


 


	L BRANDS, INC.
	by
	 	/s/ Timothy J. Faber
	 	Name:Timothy J. Faber
	 	Title:SVP and Treasurer




 


 

	BATH
        & BODY WORKS BRAND MANAGEMENT, INC.

        

        BATH
        & BODY WORKS DIRECT, INC.

        

        BATH
        & BODY WORKS, LLC

        

        BEAUTYAVENUES,
        LLC

        

        DIRECT
        FACTORING, LLC

        

        INTIMATE
        BRANDS HOLDING, LLC

        

        INTIMATE
        BRANDS, INC.

        

        L
        BRANDS DIRECT FULFILLMENT, LLC

        

        L
        BRANDS SERVICE COMPANY, LLC

        

        L
        BRANDS STORE DESIGN AND CONSTRUCTION, INc.

        

        MII
        BRAND IMPORT, LLC

        

        VICTORIA’s
        SECRET DIRECT BRAND MANAGEMENT, LLC

        

        VICTORIA’s
        SECRET STORES BRAND MANAGEMENT, LLC

        

        VICTORIA’s
        SECRET STORES, LLC

         

         

	by
	 	/s/ Timothy J. Faber
	 	Name: Timothy J. Faber
	 	Title: Senior Vice President





     


     


    

Schedule
1


 


Names
and Current Locations


 


	 	Name
        of Grantor

         

        (Section
        1(a))

         
	Previous
        Legal Names and Date of Change

         

        (Section
        1(b))

         
	Change
        in Identity or Corporate Structure or Other Names[1]

         

        (Section
        1(c))

         
	Organizational
        Identification Number

         

        (Section
        1(d))

         

	1.	 	 	 	

                                                                                 



 




 


 


 


___________________


[1]
Note to preparer: Put a “Yes” or “No” in this column, as
appropriate. Changes in identity or corporate structure would include mergers, consolidations and acquisitions, as well as any
change in the form, nature or jurisdiction of organization. If any such change has occurred, put a “Yes” in this column
and fill in Schedule 1(c) for each acquiree or constituent party to a merger or consolidation.


     


     


    

Schedule
1(c)


 


Changes
in Corporate Identity/Structure; Other Names


 


	Name
    of Grantor	Corporate
    or Name Change and Date; Other Name	Organizational
    Identification Number of Predecessor Entity	Address
    of Chief Executive Office of Predecessor Entity	Jurisdiction
    of Formation of Predecessor Entity
	

                                                                                 

                                                                                 

                                                                                 

                                                                                 
	 	 	 	 



 



     


     


    

Schedule
2


 


Location
of Grantors


 


	Name
    of Grantor	Address
    of Chief Executive Office	Jurisdiction
    of Formation 	Locations
    of Books and Records	Places
    of Business or Locations of Inventory ($1,000,000 or more)	Name/Address
    of any other Person in Possession of Collateral ($1,000,000 or more) and Applicable Liens
	 	 	 	 	 	 



 



     


     


    

Schedule
5


 


Form
of Financing Statements To Be Filed


 


 


 




     


     


    

Schedule
6


 


Filings/Filing
Offices


 


	Type
    of Filing	Grantor	Jurisdiction/Filing
    Office
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 




     


     


    

Schedule
7


 


Deposit
Accounts


 


	Name
    of Grantor	Type
    of Account	Bank  (Name/Address)	Account
    Number	Subject
    to Control Agreement?
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 




     


     


    

Schedule
8


 


Commercial
Tort Claims


 


 


 




     


     


    

Schedule
9


 


Credit
Card Agreements


 


	Credit
    Card Name	Address
	 	 



















 














     


     


    







EXHIBIT
C


 


 


[On
file with Administrative Agent]


 




     


     


    

EXHIBIT
D


 


 


[On
file with Administrative Agent]


 




     


     


    

EXHIBIT
E


 


 


[On
file with Administrative Agent]


 




     


     


    

EXHIBIT
F


 


 


[On
file with Administrative Agent]


 




     


     


    

EXHIBIT
G


 


 


[On
file with Administrative Agent]


 




     


     


    

EXHIBIT
H


 


 


[On
file with Administrative Agent]