BCBG Max Azria Global Holdings_DIPmotion by WSJ.com

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Joshua A. Sussberg, P.C. Christopher J. Marcus, P.C. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 601 Lexington Avenue New York, New York 10022 Telephone: (212) 446-4800 Facsimile: (212) 446-4900

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James H.M. Sprayregen, P.C. Benjamin M. Rhode (pro hac vice pending) KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 300 North LaSalle Street Chicago, Illinois 60654 Telephone: (312) 862-2000 Facsimile: (312) 862-2200

Proposed Counsel to the Debtors and Debtors in Possession

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: BCBG MAX AZRIA GLOBAL HOLDINGS, LLC, et al.,1 Debtors.

) ) ) ) ) ) ) )

Chapter 11 Case No. 17-10466 (MKV)

(Joint Administration Requested)

DEBTORS’ MOTION FOR ENTRY OF INTERIM AND FINAL ORDERS (I) AUTHORIZING THE DEBTORS TO OBTAIN POSTPETITION FINANCING, (II) AUTHORIZING THE DEBTORS TO USE CASH COLLATERAL, (III) GRANTING LIENS AND PROVIDING SUPERPRIORITY ADMINISTRATIVE EXPENSE STATUS, (IV) GRANTING ADEQUATE PROTECTION TO THE PREPETITION LENDERS, (V) MODIFYING THE AUTOMATIC STAY, (VI) SCHEDULING A FINAL HEARING, AND (VII) GRANTING RELATED RELIEF BCBG Max Azria Global Holdings, LLC (the “Borrower”) and its debtor affiliates (the “Guarantors”), as debtors and debtors in possession in the above-captioned chapter 11 cases (collectively, the “Debtors”),2 respectfully state the following in support of this motion. In

The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, include: BCBG Max Azria Global Holdings, LLC (6857); BCBG Max Azria Group, LLC (5942); BCBG Max Azria Intermediate Holdings, LLC (3673); Max Rave, LLC (9200); and MLA Multibrand Holdings, LLC (3854). The location of the Debtors’ service address is: 2761 Fruitland Avenue, Vernon, California 90058.

A detailed description of the Debtors and their businesses, and the facts and circumstances supporting this motion and the Debtors’ chapter 11 cases, are set forth in greater detail in the Declaration of Holly Felder Etlin, Chief Restructuring Officer of BCBG Max Azria Global Holdings, LLC, (I) in Support of Chapter 11 Petitions and First Day Motions and (II) Pursuant to Local Bankruptcy Rule 1007-2 (the “First Day Declaration”), filed contemporaneously with the Debtors’ voluntary petitions for relief filed under chapter 11 of title 11 of the

KE 45434604

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support of this motion, the Debtors respectfully proffer the Declaration of Jeffrey Finger in Support of the Debtors’ Motion for Entry of Interim and Final Orders (I) Authorizing the Debtors to Obtain Postpetition Secured Financing Pursuant, (II) Authorizing the Debtors to Use Cash Collateral, (III) Granting Liens and Providing Superpriority Administrative Expense Status, (IV) Granting Adequate Protection to the Prepetition Lenders, (V) Modifying the Automatic Stay, (VI) Scheduling a Final Hearing, and (VII) Granting Related Relief (the “Finger Declaration”), filed contemporaneously herewith, and the First Day Declaration. In further support of this motion, the Debtors respectfully state the following: Relief Requested 1.

The Debtors seek entry of an interim order, substantially in the form attached

hereto as Exhibit A (the “Interim Order”), and a final order (the “Final Order,”3 and together with the Interim Order, the “DIP Orders”): a.

authorizing the Debtors to obtain senior secured postpetition financing on a superpriority basis (the “DIP ABL Credit Facilities,” consisting of a senior secured superpriority revolving credit facility (the “DIP Revolving Credit Facility”) and a senior secured superpriority first in, last out revolving credit facility (the “DIP FILO Revolving Credit Facility”)) pursuant to the terms and conditions of that certain Senior Secured Super Priority Debtor-in-Possession Credit Facility, by and among the Borrower, the Guarantors, Bank of America, N.A., as administrative agent (the “DIP ABL Agent”), for and on behalf of itself and the other lenders party thereto (collectively, including the DIP ABL Agent, the “ABL DIP Lenders”), and each of Bank of America, N.A. and Wells Fargo Bank, N.A. as co-collateral agents (in such capacities, collectively, the “CoCollateral Agents”), substantially in the form attached hereto as Exhibit C (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the “ABL DIP Agreement”) and the Loan Documents (as defined in the ABL DIP Agreement) (the “ABL DIP Documents”), under which Tranche A Revolver Loans, Tranche A-1 Revolver Loans, and Swingline Loans (each as defined in the ABL DIP

United States Code, 11 U.S.C. §§ 101–1532 (the “Bankruptcy Code”), on February 28, 2017 (the Petition Date”). 3

The Debtors will file the form of Final DIP Order prior to the Final Hearing (as defined herein).

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Agreement, and collectively, the “DIP ABL Loans”) may be advanced and made available to the Debtors by the ABL DIP Lenders; b.

authorizing the Debtors to obtain senior secured postpetition financing on a superpriority basis (the “DIP Term Loan Facility,” and together with the DIP ABL Credit Facilities, the “DIP Facilities”) pursuant to the terms and conditions of that certain Debtor-in-Possession Term Loan Credit and Guaranty Agreement, by and among the Borrower, the Guarantors, Guggenheim Corporate Funding, LLC as administrative agent and collateral agent (in such capacity, the “DIP Term Loan Agent,” and together with the DIP ABL Agent, the “DIP Agents”) for and on behalf of itself and the other lenders party thereto (collectively, including the DIP Term Loan Agent, the “Term Loan DIP Lenders,” and together with the ABL DIP Lenders, the “DIP Lenders”), substantially in the form attached hereto as Exhibit D (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the “Term Loan DIP Agreement,” and together with the ABL DIP Agreement, the “DIP Agreements”) and the Credit Documents (as defined in the DIP Term Loan Agreement) (the “Term Loan DIP Documents,” and together with the ABL DIP Documents, the “DIP Documents”), under which Initial Term Loans and Delayed Draw Term Loans (each as defined in the Term Loan DIP Agreement, and collectively, the “DIP Term Loans,” and together with the DIP ABL Loans, the “DIP Loans”) may be advanced and made available to the Debtors by the Term Loan DIP Lenders in the aggregate maximum principal amount of $15 million (on an interim basis) and $45 million (on a final basis), in each case subject to and pursuant to the terms and conditions set forth in the DIP Orders and the Term Loan DIP Documents;

authorizing the Debtors to enter into, be bound by, and perform under the DIP Documents and to perform such other and further acts as may be necessary or appropriate in connection therewith;

granting to the DIP Agents, for the benefit of themselves and the DIP Lenders (as applicable): (i) valid, binding, enforceable, non-avoidable, and automatically and properly perfected postpetition security interests in and liens on (collectively, the “DIP Liens”) the DIP Collateral (as defined in the DIP Orders) and (ii) allowed superpriority administrative expense claims (the “DIP Superpriority Claims”) for all (x) obligations owing to the DIP ABL Agent and ABL DIP Lenders under the DIP ABL Credit Facilities and the ABL DIP Documents (the “ABL DIP Obligations”) and (y) obligations owing to the DIP Term Loan Agent and the Term Loan DIP Lenders under the DIP Term Loan Facility and the Term Loan DIP Documents (the “Term Loan DIP Obligations, and together with the ABL DIP Obligations, the “DIP Obligations”), in each case, which DIP Liens and DIP Superpriority Claims shall be junior and subordinate to the Carve

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Out (as defined in the DIP Orders) and otherwise subject to the priorities set forth in the DIP Orders and DIP Documents. e.

authorizing the Debtors to use the Prepetition Collateral, including the Cash Collateral (each as defined in the DIP Orders), that is subject to the existing liens and security interests in favor of the of the Prepetition Secured Parties (as defined herein), and granting to those Prepetition Secured Parties certain adequate protection (including Adequate Protection Liens, Adequate Protection Superpriority Claims, and Adequate Protection Payments (each as defined herein)), solely to the extent of any diminution in value of such Prepetition Secured Parties’ interest in the Prepetition Collateral;

vacating and modifying the automatic stay imposed by section 362 of the Bankruptcy Code to permit the DIP Agents (as applicable), acting on behalf of themselves and the DIP Lenders, to perform any act authorized or permitted under or by virtue of the DIP Orders or the DIP Documents, including, without limitation, (i) to implement the postpetition financing arrangements, (ii) to take any act to create, validate, evidence, attach, or perfect any lien, security interest, right, or claim in the DIP Collateral, and (iii) upon the occurrence of an Event of Default under the ABL DIP Documents (as defined in the DIP Orders) and after providing five business days prior written notice (to the extent applicable), to exercise remedies under the ABL DIP Documents;

scheduling a final hearing (the “Final Hearing”) to consider entry of the Final Order for a date that is before the 25th day after the Petition Date to consider entry of the Final Order, and fixing the time and date prior to the Final Hearing for parties in interest to file objections to this Motion; and

granting related relief. Jurisdiction and Venue

The United States Bankruptcy Court for the Southern District of New York

(the “Court”) has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334 and the Amended Standing Order of Reference from the United States District Court for the Southern District of New York, dated January 31, 2012. The Debtors confirm their consent, pursuant to rule 7008 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), to the entry of a final order by the Court in connection with this motion to the extent that it is later

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determined that the Court, absent consent of the parties, cannot enter final orders or judgments in connection herewith consistent with Article III of the United States Constitution. 3.

Venue is proper pursuant to 28 U.S.C. §§ 1408 and 1409.

The bases for the relief requested herein are sections 105, 361, 362, 363, 364, 503,

and 507 of the Bankruptcy Code, Bankruptcy Rules 2002, 4001, 6004, and 9014, and Rule 4001-2 of the Local Bankruptcy Rules for the Southern District of New York (the “Local Rules”). Preliminary Statement4 5.

Immediate access to incremental liquidity in the form of postpetition financing (as

well as access to Cash Collateral) is critical to preserving the value of the Debtors’ estates and maximizing the likelihood of a going-concern reorganization that would inure to the benefit of stakeholders enterprise wide. As the Debtors’ liquidity tightened prepetition, certain of its vendors began refusing to ship or release inventory until the Debtors paid them current (resulting in completed merchandise being stuck in port or overseas). Because the Debtors’ inventory levels form a substantial portion of the borrowing base underlying the Debtors’ Prepetition ABL Facility—a key source of prepetition liquidity—this restriction on the flow of goods resulted in a liquidity crunch. With less new inventory in the pipeline, the Debtors’ availability under the Prepetition ABL Facility continued to shrink, which in turn, further limited the Debtors’ ability to obtain fresh inventory. 6.

Thus, a critical component of any business plan of the Debtors will require access

to liquidity so the Debtors can purchase fresh inventory and escape this downward spiral. A healthy flow of fresh inventory to the Debtors’ stores during these chapter 11 cases will best 4

Capitalized terms used but not defined in this section have the meanings ascribed to such terms further below in this motion or in the Interim DIP Order, as applicable.

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position the Debtors to maximize value. The Debtors filed a chapter 11 plan and related bidding procedures on the first day of their chapter 11 cases in hopes of attracting the attention of potential third-party bidders. But a would-be bidder is unlikely to be interested in the Debtors’ business if the inventory “pipeline” is empty. 7.

Immediate access to the DIP Facilities and Cash Collateral is essential to prevent

that from being the case. Due to the Debtors’ diminished borrowing base under the Prepetition ABL Facility, the Debtors were subject to daily cash sweeps under the Prepetition Revolver Facility. Thus, the Debtors commenced these chapter 11 cases with less than $200,000 of cash on hand—an amount insufficient to operate the Debtors’ businesses and pay ordinary course postpetition obligations as they come due. 8.

The Debtors’ chronic liquidity constraints came to a head most recently in early

February 2017, when the Debtors’ deteriorating borrowing base left them with almost no cash to continue to fund operations.

In response, the Debtors entered into negotiations with the

Prepetition ABL Lenders and, on February 14, 2017, the Debtors and the Prepetition ABL Agent entered into a forbearance agreement (the “ABL Forbearance”). Under the terms of the ABL Forbearance, the ABL Lenders agreed to temporarily reduce the “availability block” by $5 million. This concession by the Prepetition ABL Lenders materially increased their risk profile, but resulted in the release of critical funds to allow the Debtors to purchase (and sell) new inventory and remain operational. In addition, the Prepetition ABL Lenders agreed to forbear from exercising certain rights and remedies through February 28, 2017. 9.

With the incremental time and liquidity provided by the ABL Forbearance, the

Debtors engaged in broader negotiations with the Prepetition ABL Lenders and the Prepetition Term Loan Lenders regarding restructuring alternatives. As a result of these efforts, the Debtors

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arrived in chapter 11 with a transaction structure and process that they believe will preserve and capitalize on the value inherent in its business and brand. Specifically, the Debtors’ intend to pursue a marketing process that will result in either the sale of some or all of the Debtors’ assets or a debt-for-equity conversion on terms to be negotiated with the Tranche B lenders—in each case, pursuant to a plan of reorganization. The proposed debtor-in-possession financing, the plan, and the related bidding procedures are all designed to facilitate a process that will maximize value, the likelihood of a going concern transaction for the benefit of stakeholders enterprise-wide, and the confirmation of a chapter 11 plan and emergence from bankruptcy within six months. 10.

To support this process, both the Debtors’ Prepetition ABL Lenders and the

Debtors’ Tranche A and Tranche B lenders agreed to provide the postpetition financing necessary to bridge the Debtors through this process. The Prepetition ABL Lenders agreed to continue to lend money on terms similar to those under the Debtors’ existing asset-based lending facility. The Tranche A lenders and the Tranche B lenders have agreed to provide an $80 million debtor-in-possession facility, including up to $45 million in new money. The Tranche A lenders will fund $4.8 million of new money financing, while their $35 million in outstanding Tranche A loans will convert to postpetition debtor-in-possession loans. The Tranche B lenders will fund the remaining $40.2 million of the new money financing. 11.

As discussed below and in the Finger Declaration, the provisions of the DIP

Agreements and the Interim Order were negotiated at arm’s-length and in good faith, and the proposed DIP Facilities provide the best terms presently available to the Debtors.

The

Prepetition Lenders have indicated that they would not consent to a third-party “priming” facility. And due to the Debtors’ high level of existing secured debt obligations, it is unlikely

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any third-party lender would provide financing junior to the Prepetition Lenders. In any event, the Debtors, with the assistance of their advisors, solicited proposals for alternative debtor-in-possession financing from a variety of potential lenders, including 17 financial institutions. Although two of the potential sources executed nondisclosure agreements, none provided an alternative proposal. 12.

Thus, with no viable postpetition financing options other than the DIP Facilities,

and because the Debtors believe that the DIP Facilities are reasonable, appropriate, and provide the best terms presently available to the Debtors, the Debtors respectfully submit that the Court should grant the relief requested herein. Concise Statements Pursuant to Bankruptcy Rule 4001(b) and Local Rule 4001-25 I.

Concise Statement Regarding the DIP ABL Credit Facilities. 13.

The below chart contains a summary of the material terms of the proposed DIP

ABL Credit Facilities, together with references to the applicable sections of the relevant source documents, as required by Bankruptcy Rules 4001(b)(1)(B) and 4001(c)(1)(B) and Local Rule 4001-2. Bankruptcy Code/Local Rule

Summary of Material Terms

Borrowers Bankruptcy Rule 4001(c)(1)(B)

BCBG Max Azria Group, LLC

Guarantor Bankruptcy Rule 4001(c)(1)(B)

The Debtors.

DIP Financing Lenders

Bank of America, N.A. and Wells Fargo Bank, N.A.

See ABL DIP Agreement Preamble.

See ABL DIP Agreement ยง 1.1.

The summaries contained in this motion are qualified in their entirety by the provisions of the documents referenced, including the DIP Credit Agreement and the Interim DIP Order. To the extent anything in this Motion is inconsistent with such documents, the terms of the applicable documents shall control. Capitalized terms used in this summary chart but not otherwise defined have the meanings ascribed to them in the DIP Loan Documents or the Interim DIP Order, as applicable.

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Summary of Material Terms

Bankruptcy Rule 4001(c)(1)(B)

See ABL DIP Agreement § 1.1.

Term Bankruptcy Rule 4001(b)(l)(B)(iii), 4001(c)(1)(B) Local 4001-2(a)(ii)

Stated Maturity Date. 150 days from the Closing Date.

Commitment Bankruptcy Rule 4001(c)(1)(B) Local Rule 40012(a)(ii)

Commitments.

See ABL DIP Agreement § 1.1; Interim DIP Order ¶ 31.

•

Tranche A Revolver Loans. As of the Closing Date, the Tranche A Revolver Commitments are $75,000,000.

•

Tranche A-1 Revolver Loans. As of the Closing Date, the Tranche A-1 Revolver Commitments are $2,500,000.

See ABL DIP Agreement §§ 2.1 Conditions of Borrowing Bankruptcy Rule 4001(c)(1)(B) Local Rule 40012(a)(ii)

Conditions Precedent to All Credit Extensions. Administrative Agent, Issuing Bank and Lenders shall not be required to fund unless the following conditions are satisfied: •

The Administrative Agent shall have received the requisite notices.

•

No Default or Event of Default shall exist.

•

The representations and warranties of each Obligor in the Loan Documents shall be true and correct in all material respects.

•

No change shall have occurred in any law or regulations thereunder or interpretations thereof that would make it illegal or impractical for such Lender to make such Loan.

•

The aggregate principal amount of the requested loans shall not exceed the applicable borrowing base.

•

The Administrative Agent shall have received a certification of the relevant Obligors and its Affiliates as to the ratification of the requisite board resolutions.

•

The Borrower shall have paid the balance of all fees and expenses.

•

The Final Order shall have been entered following the expiration of the Interim Order and the Interim Order shall be in full force and effect.

•

The Canadian Order shall be in full force and effect.

See ABL DIP Agreement §§ 6.1, 6.2, 6.4. Interest Rates Bankruptcy Rule 4001(c)(1)(B) Local Rule 40012(a)(ii)

Rates and Payment of Interest. •

The Obligations shall bear interest:

(i) if a Base Rate Tranche A Revolver Loan, at the Base Rate in effect from time to time, plus 1.75%;

(ii) if a Base Rate Tranche A-1 Revolver Loan, at the Base Rate in effect from time to time, plus 2.75%;

(iii)if a LIBOR Tranche A Revolver Loan, at Eurodollar Rate for the applicable Interest Period, plus 2.75%;

(iv) if a LIBOR Tranche A-1 Revolver Loan, at Eurodollar Rate for the 9

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Summary of Material Terms applicable Interest Period, plus 3.75%; and

(v) if any other Obligation (including, to the extent permitted by law, interest not paid when due), at the Base Rate in effect from time to time, plus. •

During any Event of Default arising from the failure to repay principal when due, and during any other Event of Default to which the Administrative Agent may (and shall at the direction of Required Lenders) have elected to apply Default Rate interest.

See ABL DIP Agreement §§ 3.1.1, 3.1.2, 3.1.3. Use of DIP Financing Facility and Cash Collateral Bankruptcy Rule 4001(b)(l)(B)(ii) Local Rule 40012(a)(ii)

Use of Proceeds. The proceeds of Loans and the issuance of Letters of Credit shall be used by Borrower solely on or after the Closing Date, to fund the Chapter 11 Case in accordance with the Approved Budget and for the financing of Borrower’s ordinary working capital, letters of credit and other general corporate needs including certain fees and expenses of professionals retained by the Obligors, subject to the Carve-Out, and for certain other Pre-Petition and pre-filing expenses that are approved by the Bankruptcy Court and permitted by the Approved Budget. See ABL DIP Agreement §§ 2.1.3, 10.1.14; Interim DIP Order Preamble.

Repayment Features Local Rule 40012(a)(i)(E)

Mandatory Prepayments. Upon receipt by Holdings or any Restricted Subsidiary of (i) Net Proceeds of Revolving Credit Primary Collateral or (ii) Net Insurance/Condemnation Proceeds in connection with a Property Loss Event affecting the Revolving Credit Primary Collateral, in each case, the Borrower shall immediately prepay its Loans (or, upon the request of the Administrative Agent acting in its sole discretion, Cash Collateralize Letters of Credit) in an amount equal to 100% of such Net Proceeds or such Net Insurance/Condemnation Proceeds, as the case may be. Repayment of Loans, Etc. The loans and all other obligations (other than contingent obligations which by their terms survive such termination) shall be due and payable in full on the termination date, unless payment is sooner required hereunder. See ABL DIP Agreement §§ 2.2.4, 2.3.4, 5.2, 10.2.26, 10.2.27.

Fees Bankruptcy Rule 4001(c)(1)(B) Local Rule 40012(a)(ii)

Commitment Fee. The Borrower shall pay to Administrative Agent (i) for the Pro Rata benefit of the Tranche A Lenders, a commitment fee equal to the Applicable Commitment Fee Rate then in effect times the actual daily amount by which the Tranche A Revolver Commitments exceed the balance of Tranche A Revolver Loans (excluding Swingline Loans) and stated amount of Letters of Credit and Bankers’ Acceptances issued for the account or benefit of the Company, and (ii) for the Pro Rata benefit of the Tranche A-1 Lenders, a commitment fee equal to the Applicable Commitment Fee Rate then in effect times the actual daily amount by which the Tranche A-1 Revolver Commitments exceed the balance of Tranche A-1 Revolver Loans. Administrative Agent Fees. In consideration of Administrative Agent’s syndication of the Commitments and service as Administrative Agent hereunder, Company shall pay to Administrative Agent, for its own account, the fees described in the Fee Letter. See ABL DIP Agreement § 3.2, 3.2.3, 3.3, 3.4.

Budget Bankruptcy Rule 4001 (c)(1)(B) Local Rule 40012(a)(ii)

Approved Budget and the Approved Canadian Budget. The Borrower has heretofore furnished to the Administrative Agent the Approved Budget and the Approved Canadian Budget, such Approved Budget and such Approved Canadian Budget were prepared in good faith upon assumptions the Borrower and the Canadian Debtor believed to be reasonable assumptions on the date of delivery of the then-applicable Approved Budget and the Approved Canadian Budget.

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Summary of Material Terms Budget Variance. Commencing following the third full calendar week following the Petition Date and for each calendar week thereafter, the Borrowers shall not permit (i) Actual Inventory Receipts for any Cumulative Four Week Period or the Cumulative Period to be less than 90% of Budgeted Inventory Receipts for any such Cumulative Four Week Period or the Cumulative Period, (ii) the Actual Net Cash Flows (without giving effect to borrowings and repayments under this Loan Agreement and the Guggenheim DIP Facility) for any Cumulative Four Week Period or the Cumulative Period to be less than 90% of the Budgeted Net Cash Flows (without giving effect to borrowings and repayments under this Loan Agreement and the Guggenheim DIP Facility) for any Cumulative Four Week Period or the Cumulative Period, (iii) any Actual Line Item Disbursement Amount (other than amounts under the line item “Contractors / Professional / Legal”) for any Cumulative Four Week Period or the Cumulative Period to exceed 110% of the Budgeted Line Item Disbursement Amount other than amounts under the line item “Contractors / Professional / Legal”) for the applicable line item for any such Cumulative Four Week Period or the Cumulative Period or (iv) any Actual Professional Disbursement Amount for any Cumulative Four Week Period or the Cumulative Period to exceed 115% of the Budgeted Professional Disbursement Amount for any such Cumulative Four Week Period or the Cumulative Period. See ABL DIP Agreement §§ 9.1.29, 10.1.19.

Variance Covenant Bankruptcy Rule 4001(c)(l)(B) Local Rule 40012(a)(ii)

Approved Budget Variance Report. A weekly report provided by the Borrower to the CoCollateral Agents (i) showing by line item the Actual Net Cash Flow, the Actual Line Item Disbursement Amount (including the line item “Contractors / Professionals / Legal”) for each applicable line item and Actual Inventory Receipts, Excess Availability and total available liquidity for the last day of the Prior Week, Cumulative Four Week Period and the Cumulative Period, noting therein all variances, on a line-item and cumulative basis, from the amounts set forth for such period in the Approved Budget, and shall include explanations for all material variances, and (ii) certified by a Responsible Officer of the Borrower. See ABL DIP Agreement § 1.1.

Liens and Priorities Bankruptcy Rule 4001(c)(l)(B)(i) Local Rule 40012(a)(i)(D) and (G), 4001-2(a)(ii)

Liens. In order to secure the DIP Obligations, effective immediately upon entry of this Interim Order, pursuant to sections 361, 362, 364(c)(2), 364(c)(3), and 364(d) of the Bankruptcy Code, the DIP Agents, for the benefit of themselves and the DIP Lenders, are hereby granted, continuing, valid, binding, enforceable, non-avoidable, and automatically and properly perfected postpetition security interests in and liens on (collectively, the all real and personal property, whether now existing or hereafter arising and wherever located, tangible and intangible, of each of the Debtors Lien Priority. The DIP Liens securing the DIP ABL Obligations are valid, automatically perfected, non-avoidable, senior in priority and superior to any security, mortgage, collateral interest, lien or claim to any of the DIP Collateral, except that the DIP ABL Liens shall be subject to the Carve Out Priority Scheme and shall otherwise be junior only to: (i) as to the DIP ABL Primary Collateral, Permitted Prior Liens; and (ii) as to the DIP Term Loan Primary Collateral, (A) Permitted Prior Liens; (B) the DIP Term Loan Liens (as defined herein); (C) the Prepetition Term Loan Liens; and (D) the Prepetition Term Loan Adequate Protection Liens. See Interim DIP Order ¶¶ 5-6.

Events of Default Bankruptcy Rule 4001(c)(l)(B) Local Rule 4001-

Events of Default. Each of the following shall be an Event of Default, if the same shall occur for any reason whatsoever, whether voluntary or involuntary, by operation of law or otherwise: •

Any Borrower fails to pay principal or interest on the Loans and such failure

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2(a)(ii)

shall continue unremedied for a period of three (3) Business Days. •

Any information or representation contained in the Loan Document or in any Compliance Certificate, Borrowing Base Certificate or Approved Budget Variance Report was untrue or incorrect in any material respect when provided or confirmed.

•

Any Obligor breaches or fails to perform certain specified covenants.

•

Any Guarantor repudiates, revokes or attempts to revoke its Guaranty or any obligations under the Loan Document.

•

Any judgment or order for the payment of money or writ or warrant of attachment or execution or similar process is entered against an Obligor in an amount that exceeds, individually or cumulatively with all unsatisfied judgments or orders against all Obligors, $500,000.

•

Any loss, theft, damage or destruction occurs with respect to any Revolving Credit Primary Collateral with a market or book value in excess of $500,000.

•

except, in each case, as a result of the Specified Store Closure Sales, Holdings or its Restricted Subsidiaries are enjoined, restrained or prevented by any Governmental Authority from conducting their business at more than 10 Stores.

•

The Obligors shall fail to comply with the terms of any Approved Liquidation Agreement.

•

certain specified ERISA Event, Pension Plan, or Multiemployer Plan defaults occur.

•

Any Obligor is criminally indicted, charged or convicted under any state.

•

Except for defaults occasioned by the filing of the Chapter 11 Cases and defaults resulting from obligations with respect to which the Bankruptcy Code prohibits any Obligor from complying or permits any Obligor not to comply.

•

the Orders or any Security Document shall for any reason fail or cease to create valid and enforceable Liens on any Revolving Credit Primary Collateral or any material portion of any other Collateral.

•

Any material provision of any Pre-Petition Loan Document shall for any reason cease to be valid and binding on or enforceable against any Obligor, the Canadian Debtor or any Subsidiary of any Obligor party thereto.

•

The provisions of the Intercreditor Agreement or any subordination agreement governing any Subordinated Debt shall for any reason be revoked or invalidated in any material respect, or otherwise cease to be in full force and effect.

•

A Change of Control occurs; or

•

the Borrower shall fail to request and receive loans in accordance with the Approved Budget.

•

The occurrence of any of a number of adverse actions or consequences following in the Chapter 11 Cases or the BIA Proceeding.

•

The Forbearance Period (as defined in the Canadian Forbearance Agreement) is terminated for any reason other than the expiry of the Forbearance Period following completion of the Canadian Liquidation.

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Summary of Material Terms See ABL DIP Agreement § 11.1. Indemnification of Agent Indemnitees and Issuing Bank Indemnitees.

Indemnification Bankruptcy Rule 4001(c)(1)(B)(ix)

EACH LENDER SHALL INDEMNIFY AND HOLD HARMLESS EACH OF THE AGENT INDEMNITEES AND ISSUING BANK INDEMNITEES, TO THE EXTENT NOT REIMBURSED BY OBLIGORS (BUT WITHOUT LIMITING THE INDEMNIFICATION OBLIGATIONS OF OBLIGORS UNDER ANY LOAN DOCUMENTS), ON A PRO RATA BASIS (DETERMINED AS OF THE TIME THAT THE APPLICABLE UNREIMBURSED EXPENSE OR INDEMNITY PAYMENT IS SOUGHT BASED ON EACH LENDER’S SHARE OF THE TOTAL CREDIT EXPOSURE AT SUCH TIME), AGAINST ALL CLAIMS THAT MAY BE INCURRED BY OR ASSERTED AGAINST SUCH AGENT INDEMNITEE OR ISSUING BANK INDEMNITEE (INCLUDING ANY SUCH UNPAID AMOUNT IN RESPECT OF A CLAIM ASSERTED BY SUCH LENDER); PROVIDED THAT NO LENDER SHALL HAVE ANY OBLIGATION TO INDEMNIFY OR HOLD HARMLESS ANY AGENT INDEMNITEES OR ISSUING BANK INDEMNITEE FOR ANY CLAIM THAT IS DETERMINED IN A FINAL, NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO RESULT FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH AGENT INDEMNITEE OR ISSUING BANK INDEMNITEE. See ABL DIP Agreement §§ 5.8.3, 12.6.1.

14.

A summary of certain additional material terms common to both the DIP ABL

Credit Facilities and the DIP Term Loan Facility is provided below. II.

Concise Statement Regarding the DIP Term Loan Facility. 15.

The below chart contains a summary of the material terms of the proposed DIP

Term Loan Facility, together with references to the applicable sections of the relevant source documents, as required by Bankruptcy Rules 4001(b)(1)(B) and 4001(c)(1)(B) and Local Rule 4001-2. Bankruptcy Code/Local Rule

Summary of Material Terms

Borrowers Bankruptcy Rule 4001(c)(1)(B)

BCBG Max Azria Intermediate Holdings, LLC and BCBG Max Azria Group, LLC.

Guarantor Bankruptcy Rule 4001(c)(1)(B)

Holdings, BCBG Max Azria Group, LLC, and certain subsidiaries of Holdings

DIP Financing Lenders Bankruptcy Rule

See Term Loan DIP Agreement Preamble; Interim DIP Order Preamble.

See Term Loan DIP Agreement Preamble; Term Loan DIP Agreement § 7. Guggenheim Corporate Funding, LLC, as Administrative Agent and as Collateral Agent, and a syndicate of financial institutions as Lenders. See Term Loan DIP Agreement Preamble; Interim DIP Order Preamble.

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4001(c)(1)(B) Term Bankruptcy Rule 4001(b)(l)(B)(iii), 4001(c)(1)(B) Local 4001-2(a)(ii)

Commitment Bankruptcy Rule 4001(c)(1)(B) Local Rule 40012(a)(ii)

Loan Maturity Date means the earlier of (i) the date which is 150 days following the Petition Date, (ii) the consummation of a sale of all or substantially all of the assets of the Debtors pursuant to section 363 of the Bankruptcy Code or otherwise; (iii) the effective date of the plan of reorganization or liquidation in the Cases; (iv) the date of filing or support by the Borrower of a plan of reorganization that does not provide for indefeasible payment in full in cash of all obligations owing under the DIP Term Loan Facility; or (v) the date of termination of the Commitments and the acceleration of any outstanding extensions of credit, in each case, under the DIP Term Loan Facility in accordance with the terms of the DIP Credit Agreement. See Term Loan DIP Agreement § 1.1; Interim DIP Order ¶ 31. Initial Term Loans. Initial Term Loan Commitment of $15,000,000. Delayed Draw Term Loans. Each Lender having a Delayed Draw Term Loan Commitment agrees, severally and not jointly, to make, subject to satisfaction of the conditions precedent: •

Up to the lesser of (x) $12,500,000 and (y) the undrawn aggregate amount of the Delayed Draw Term Loan Commitments not later than one Business Day following the entry of the Final DIP Order;

•

Up to the lesser of (x) $7,500,000 and (y) the undrawn aggregate amount of the Delayed Draw Term Loan Commitments following the entry of the Final DIP Order and not less than three calendar weeks after the preceding Funding Date;

•

Up to the lesser of (x) $7,500,000 and (y) the undrawn aggregate amount of the Delayed Draw Term Loan Commitments following the entry of the Final DIP Order and at least two calendar weeks after the preceding Funding Date;

•

Up to the lesser of (x) $5.000,000 and (y) the undrawn aggregate amount of the Delayed Draw Term Loan Commitments following the entry of the Final DIP Order and at least two calendar weeks after the preceding Funding Date;

•

Up to the lesser of (x) $5,000,000 and (y) the undrawn aggregate amount of the Delayed Draw Term Loan Commitments following the entry of the Final DIP Order and at least three calendar weeks after the preceding Funding Date;

•

it is understood and agreed that following the entry of the Final Order, up to $10,000,000 of the Delayed Draw Term Loan Commitment shall be available to the Borrower solely for purposes of purchasing fabric or other clothing materials.

Roll-Up Loans. Subject to the terms and conditions set forth herein and in the Orders, the Existing Tranche A Loans held by the Existing Tranche A Lenders shall be substituted and exchanged on the Final Order Entry Date for (and prepaid by) loans under the DIP ABL Facility. See Term Loan DIP Agreement § 2.1, 2.2; Appendix A. Conditions of Borrowing Bankruptcy Rule 4001(c)(1)(B) Local Rule 40012(a)(ii)

Conditions to Each Funding of Delayed Draw Term Loans. The obligation of each Lender to make Delayed Draw Term Loans on any Funding Date is subject to the satisfaction of the following conditions: •

Funding Notice. Administrative Agent shall have received a fully executed and delivered Funding Notice.

•

Fees and Expenses Paid. There shall have been paid to the Administrative Agent,

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Representations and Warranties. The representations and warranties contained herein and in the other Credit Documents shall be true and correct.

•

No Default. As of such Funding Date and immediately after such borrowing, no event shall have occurred and be continuing or would result from the borrowing of such Delayed Draw Term Loans, as applicable, that would constitute an Event of Default or a Default.

•

No Violation of Law. The making of the Loans shall not violate any requirement of Law and shall not be enjoined, temporarily, preliminarily or permanently.

•

Final Order Entry Date. The Final Order Entry Date shall have occurred concurrently with or prior thereto, and the Final Order shall be in full force and effect.

•

No Material Adverse Effect. Since the Petition Date, no event, change, condition or development has occurred that has had or could reasonably be expected to have a Material Adverse Effect.

•

Use of Proceeds and Budget. The Administrative Agent shall have received the most recent Budget delivered pursuant to Section 5.1(a) of this Agreement, accompanied by a written statement certified by an Authorized Officer showing the proposed use of proceeds of the requested Loans.

See Term Loan DIP Agreement § 3. Interest Rates Bankruptcy Rule 4001(c)(1)(B) Local Rule 40012(a)(ii)

Interest on Loans. •

Except as otherwise set forth herein, the Loans shall bear interest on the unpaid principal amount thereof from the date made through repayment (whether by acceleration or otherwise) thereof: o

if a Base Rate Loan, at the Base Rate plus 10.50% per annum; or

if a Eurodollar Rate Loan, at the Adjusted Eurodollar Rate plus 11.50% per annum.

Default Interest. Notwithstanding the foregoing, immediately on the occurrence and during the continuance of any Event of Default, the outstanding principal amount of the DIP Term Loan Obligations and any overdue amounts shall bear interest or earn fees at a rate (the “Default Rate”) per annum equal to 2.0% plus the rate otherwise applicable thereto and such interest shall be payable on demand. See Term Loan DIP Agreement §§ 2.8, 2.10. Use of DIP Financing Facility and Cash Collateral Bankruptcy Rule 4001(b)(l)(B)(ii) Local Rule 40012(a)(ii)

Use of Proceeds. The Borrower shall use the proceeds of the Loans and the DIP ABL Facility in accordance with the Budget and the Orders entered in connection with the Cases exclusively for one or more of the following purposes (subject to any additional restrictions on the use of such proceeds and any such cash collateral set forth in the Interim Order): •

to pay certain costs, premiums, fees and expenses related to the Cases;

•

to make permitted Adequate Protection Payments;

•

to fund working capital and other needs of the Debtors in accordance with the Budget; and

•

solely on the Effective Date, to repay obligations outstanding under the

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Repayment Features Local Rule 40012(a)(i)(E)

Scheduled Payments. The Borrower promises to repay all Loans, together with all other amounts owed hereunder with respect thereto no later than the Loan Maturity Date. Voluntary Prepayments; Commitment Reductions. From time to time, Borrower may prepay Loans on any Business Day in whole or in part, in an aggregate minimum amount of $1,000,000 and integral multiples of $250,000 in excess of that amount; Mandatory Prepayments. •

Sales. Subject to the Intercreditor Arrangements, no later than the first Business Day following the date of receipt by Holdings or any of its Subsidiaries of any Net Sale Proceeds, or any proceeds resulting from a Sale, Borrower shall prepay the Loans.

•

Insurance/Condemnation Proceeds. Subject to the Intercreditor Arrangements, no later than the first Business Day following the date of receipt by Holdings or any of its Subsidiaries, or Administrative Agent as loss payee, of any Net Insurance/Condemnation Proceeds.

•

Issuance of Debt. Subject to the Intercreditor Arrangements, no later than the first Business Day following the date of receipt by Holdings or any of its Subsidiaries of any Cash proceeds from the incurrence of any Indebtedness.

See Term Loan DIP Agreement §§ 2.12, 2.13, 2.14, 2.15, 2.16. Fees Bankruptcy Rule 4001(c)(1)(B) Local Rule 40012(a)(ii)

Fees. The Borrower agrees to pay a closing fee in the amount of (i) 3.50% of the Lenders’ aggregate Commitments on the Effective Date and (ii) 1.50% of the Lenders’ Roll-Up Loans on the Final Order Entry Date (in each case, prior to giving effect to any funding on such date), payable in full in cash on (x) the Effective Date in the case of all Commitments other than Commitments with respect to the Fabric Purchase Subfacility and (y) on the date of funding of the applicable Loans under the Fabric Purchase Subfacility. The Borrower agrees to pay a commitment fee in the amount of 1.75% per annum for the undrawn portion of its Delayed Draw Term Loan Commitments, payable monthly in cash in arrears. Borrower agrees to pay an exit fee in the amount of 1.50% of the aggregate amount of the DIP Term Loan Facility in effect on the Effective Date. See Term Loan DIP Agreement §§ 2.11, 4.21.

Budget Bankruptcy Rule 4001 (c)(1)(B) Local Rule 40012(a)(ii) Variance Covenant Bankruptcy Rule 4001(c)(l)(B) Local Rule 4001-2(a)(ii)

Budget Compliance and Variances. Beginning on the date that is three weeks after the Petition Date and for each week thereafter, Holdings and the Borrower will not permit (i) Actual Inventory Receipts for any Cumulative Four Week Period or the Cumulative Period to be less than 90% of Budgeted Inventory Receipts for any such Cumulative Four Week Period or the Cumulative Period, (ii) the Actual Net Cash Flows (without giving effect to borrowings and repayments under this Agreement and the DIP ABL Loan Agreement) for any Cumulative Four Week Period or the Cumulative Period to be less than 90% of the Budgeted Net Cash Flows (without giving effect to borrowings and repayments under this Agreement and the DIP ABL Loan Agreement) for any Cumulative Four Week Period or the Cumulative Period, (iii) any Actual Line Item Disbursement Amount (other than amounts under the line item “Contractors / Professional / Legal”) for any Cumulative Four Week Period or the Cumulative Period to exceed 110% of the Budgeted Line Item Disbursement Amount other than amounts under the line item

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Summary of Material Terms “Contractors / Professional / Legal”) for the applicable line item for any such Cumulative Four Week Period or the Cumulative Period or (iv) any Actual Professional Disbursement Amount for any Cumulative Four Week Period or the Cumulative Period to exceed 115% (the “Permitted Variances”) of the Budgeted Professional Disbursement Amount for any such Cumulative Four Week Period or the Cumulative Period. See Term Loan DIP Agreement §§ 5.19.

Liens and Priorities Bankruptcy Rule 4001(c)(l)(B)(i) Local Rule 40012(a)(i)(D) and (G), 4001-2(a)(ii)

Liens. In order to secure the DIP Obligations, effective immediately upon entry of this Interim Order, pursuant to sections 361, 362, 364(c)(2), 364(c)(3), and 364(d) of the Bankruptcy Code, the DIP Agents, for the benefit of themselves and the DIP Lenders, are hereby granted, continuing, valid, binding, enforceable, non-avoidable, and automatically and properly perfected postpetition security interests in and liens on (collectively, the all real and personal property, whether now existing or hereafter arising and wherever located, tangible and intangible, of each of the Debtors Lien Priority. The DIP Liens securing the DIP Term Loan Obligations are valid, automatically perfected, non-avoidable, senior in priority and superior to any security, mortgage, collateral interest, lien or claim to any of the DIP Collateral, except that the DIP Term Loan Liens shall be subject to the Carve Out Priority Scheme and shall otherwise be junior only to: (i) as to the DIP Term Loan Primary Collateral, Permitted Prior Liens; and (ii) as to the DIP ABL Primary Collateral, (A) Permitted Prior Liens; (B) the DIP ABL Liens; (C) the Prepetition Revolver Liens; and (D) the Prepetition Revolver Adequate Protection Liens. See Interim DIP Order ¶¶ 5-6.

Events of Default Bankruptcy Rule 4001(c)(l)(B) Local Rule 40012(a)(ii)

Events of Default. If any one or more of the following conditions or events shall occur: •

Failure to Make Payments When Due. Except to the extent the holder thereof would be stayed from exercising remedies as a result of the Cases, failure by Borrower to pay (i) when due any installment of principal of any Loan, whether at stated maturity, by acceleration, by notice of voluntary prepayment, by mandatory prepayment or otherwise; or (ii) any interest on any Loan or any fee or any other amount due hereunder within five days after the date due; or

•

Default in Other Agreements. Failure of any Credit Party or any Subsidiary of Borrower to pay when due any principal of or interest on or any other amount, including any payment in settlement, payable in respect of the DIP ABL Loan Agreement beyond the grace period, if any, provided therefor; or (B) breach or default by any Credit Party or any Subsidiary of Borrower with respect to any other term of the DIP ABL Loan Agreement beyond the grace period, if any, provided therefor, if the effect of such breach or default is to cause, or to permit the holder or holders of that Indebtedness (or an agent or trustee on behalf of such holder or holders), to cause, that Indebtedness to become or be declared due and payable prior to its stated maturity; or (C) any such Indebtedness shall become or be declared to be due and payable, or be required to be prepaid or repurchased (other than by a regularly scheduled or required prepayment), prior to the stated maturity thereof.

•

Breach of Certain Covenants. Failure of any Credit Party to perform or comply with certain terms, covenants or conditions.

•

Breach of Representations, Etc. Any representation, warranty, certification or other statement made or deemed made by any Credit Party in any Credit Document or in any statement or certificate at any time given by any Credit Party or any Subsidiary of Borrower in writing pursuant hereto or thereto or in

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Summary of Material Terms connection herewith or therewith shall be false in any material respect. •

Other Defaults Under Credit Documents. Any Credit Party shall default in the performance of or compliance with any term contained herein or any of the other Credit Documents.

•

Judgments and Attachments. Any money judgment, writ or warrant of attachment or similar process with respect to any post-petition liability involving in any individual case or in the aggregate at any time an amount in excess of $1,000,000 shall be entered.

•

Dissolution. Any order, judgment or decree shall be entered against any Credit Party decreeing the dissolution or split up of such Credit Party and such order shall remain undischarged or unstayed for a period in excess of thirty days.

•

Employee Benefit Plans. There shall occur one or more ERISA Events which individually or in the aggregate results in or would reasonably be expected to result in liability of Holdings or any of its Subsidiaries in excess of $1,000,000 during the term hereof.

•

Change of Control. A Change of Control shall occur.

•

Chapter 11 Cases. The occurrence of any of a number of adverse actions or consequences following in the Chapter 11 Cases

•

Guaranties, Collateral Documents and other Credit Documents. At any time after the execution and delivery thereof, (i) the Guaranty for any reason, other than the satisfaction in full of all DIP Term Loan Obligations, shall cease to be in full force and effect.

•

PBGC. The existence of any claim by the PBGC or any Employee Benefit Plan in connection with one or more Employee Benefit Plan that purports to assert or otherwise seeks to impose any Lien on the Collateral having a priority senior to or pari passu with the Liens and the security interests granted herein or under the Prepetition ABL Credit Agreement or the Prepetition Term Loan Agreement.

See Term Loan DIP Agreement § 8. Indemnification Bankruptcy Rule 4001(c)(1)(B)(ix)

Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify each Agent, to the extent that such Agent shall not have been reimbursed by any Credit Party, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against such Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such Agent in any way relating to or arising out of this Agreement or the other Credit Documents. See Term Loan DIP Agreement § 9.6.

16.

A summary of certain additional material terms common to both the DIP ABL

Credit Facilities and the DIP Term Loan Facility is provided below.

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Concise Statement Regarding the Material Terms Common to Both DIP Facilities. 17.

The below chart contains a summary of the material terms common to both DIP

Facilities, together with references to the applicable sections of the relevant source documents, as required by Bankruptcy Rules 4001(b)(1)(B) and 4001(c)(1)(B) and Local Rule 4001-2. Bankruptcy Code/Local Rule

Summary of Material Terms

Entities with Interests in Cash Collateral Bankruptcy Rule 4001(b)(l)(B)(i)

Prepetition Revolver Parties under the Prepetition Revolver Documents and the Prepetition Term Loan Parties under the Prepetition Term Loan Documents

Reporting Information Bankruptcy Rule 4001(c)(l)(B) Local Rule 40012(a)(ii)

The Debtors will, whether or not the DIP Obligations have been indefeasibly paid in full in cash, maintain books, records, and accounts to the extent and as required by the DIP Documents and reasonably cooperate with, consult with, and provide to the DIP Agents and the DIP Lenders all such information and documents that any or all of the Debtors are obligated (including upon reasonable request by any of the DIP Agents or the DIP Lenders) to provide under the DIP Documents or the provisions of this Interim Order.

See Interim DIP Order Preamble.

See Interim DIP Order ¶ 24(ii). Carve Out Bankruptcy Rule 4001(c)(1)(B) Local Rule 40012(a)(i)(f)

See Interim DIP Order ¶ 41.

506(c) Waiver Bankruptcy Rule 4001(c)(l)(B)(x) Local Rule 40012(a)(i)(C)

Section 506(c) Claims. Subject to entry of a Final Order, no costs or expenses of administration which have been or may be incurred in the Cases at any time shall be charged against the DIP Agents, DIP Lenders, the Prepetition Revolver Parties or the Prepetition Term Loan Parties, or any of their respective claims, the DIP Collateral, or the Prepetition Collateral pursuant to sections 105 or 506(c) of the Bankruptcy Code, or otherwise, without the prior written consent, as applicable, of the DIP Agents, DIP Lenders, Prepetition Revolver Parties or Prepetition Term Loan Parties, as applicable, and no such consent shall be implied from any other action, inaction, or acquiescence by any such agents or lenders. See Interim DIP Order ¶ 45.

Section 552(b) Bankruptcy Rule 4001(c)(l)(B) Local Rule 40012(a)(i)(h)

Section 552(b). Subject to entry of a Final Order, the Prepetition Revolver Parties and Prepetition Term Loan Parties shall each be entitled to all of the rights and benefits of section 552(h) of the Bankruptcy Code, and the “equities of the case” exception under section 552(b) of the Bankruptcy Code shall not apply to the Prepetition Revolver Parties or Prepetition Term Loan Parties, with respect to proceeds, product, offspring or profits of any of the Prepetition Collateral. See Interim DIP Order ¶ 47.

Stipulations to Prepetition Liens and Claims Bankruptcy Rule 4001(c)(1)(B)(iii)

Debtors’ Stipulations. After consultation with their attorneys and financial advisors, and without prejudice to the rights of parties-in-interest, the Debtors, on their behalf and on behalf of their estates, admit, stipulate, acknowledge, and agree as (a) immediately upon entry of the Interim Order as to certain stipulations regarding the validity and extent of the ABL Lenders’ claims and liens and (b) only upon entry of a Final Order as to certain

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Summary of Material Terms stipulations regarding the validity and extent of the Term Loan Lenders’ claims and liens. See Interim DIP Order ¶ F.

Waiver/Modification of Applicability of Nonbankruptcy Law Relating to Perfection or Enforceability of Liens Bankruptcy Rule 4001(c)(1)(B)(vii) Challenge Period Bankruptcy Rule 4001(c)(l)(B) Local Rule 40012(a)(i)(B)

Effect of Stipulations on Third Parties. The admissions, stipulations, agreements, releases, and waivers set forth in this Interim Order (collectively, the “Prepetition Lien and Claim Matters”) are and shall be binding on the Debtors, any subsequent trustee, responsible person, examiner with expanded powers, any other estate representative, and all creditors and parties in interest and all of their successors in interest and assigns, including, without limitation, any official committee that may be appointed in these cases, unless, and solely to the extent that, a party in interest with standing and requisite authority (other than the Debtors, as to which any Challenge (as defined below) is irrevocably waived and relinquished) (i) has timely filed the appropriate pleadings, and timely commenced the appropriate proceeding required under the Bankruptcy Code and Bankruptcy Rules, including, without limitation, as required pursuant to Part VII of the Bankruptcy Rules challenging the Prepetition Lien and Claim Matters (each such proceeding or appropriate pleading commencing a proceeding or other contested matter, a “Challenge”) by no later than (1) with respect to parties in interest other than the Creditors’ Committee, 45 days from the date of entry of this Interim Order and (2) with respect to the Creditors’ Committee, 45 days from the appointment of the Creditors’ Committee, if any, (as applicable for clauses (1) and (2), the “Challenge Deadline”), as such applicable date may be extended in writing from time to time in the sole discretion of the Prepetition Revolver Agent (with respect to the Prepetition Revolver Documents) and the Prepetition Term Loan Agent (with respect to the Prepetition Term Loan Documents), or by this Court for good cause shown pursuant to an application filed by a party in interest prior to the expiration of the Challenge Deadline, and (ii) this Court enters judgment in favor of the plaintiff or movant in any such timely and properly commenced Challenge proceeding and any such judgment has become a final judgment that is not subject to any further review or appeal. See Interim DIP Order ¶ 43.

Adequate Protection Bankruptcy Rules 4001(b)(l)(B)(iv), 4001(c)(1)(B)(ii)

Adequate Protection Liens. Pursuant to Sections 361, 363(e) and 364(d) of the Bankruptcy Code, as adequate protection of the interests of the Prepetition Secured Parties in the Prepetition Collateral against any Diminution in Value of such interests in the Prepetition Collateral, the Debtors hereby grant to the Prepetition Secured Parties, continuing valid, binding, enforceable and perfected postpetition security interests in and liens on the DIP Collateral. Adequate Protection Superpriority Claims. As further adequate protection of the interests of the Prepetition Secured Parties in the Prepetition Collateral against any Diminution in Value of such interests in the Prepetition Collateral, the the Prepetition Secured Parties, is hereby granted as and to the extent provided by section 507(b) of the Bankruptcy Code an allowed superpriority administrative expense claim in each of the Cases and any Successor Cases.

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Summary of Material Terms Adequate Protection Payments and Protections for Prepetition Revolver Parties. As further adequate protection (the “Prepetition Revolver Adequate Protection Payments”), the Debtors are authorized and directed to provide adequate protection to the Prepetition Secured Parties in the form of payment in cash on the terms set forth in the Interim Order. See Interim DIP Order ¶¶ 11, 12, 13, 14, 15, 16, 17.

Waiver/Modification of the Automatic Stay Bankruptcy Rule 4001(c)(1)(B)(iv)

Modification of Automatic Stay. The automatic stay imposed under section 362(a)(2) of the Bankruptcy Code is hereby modified as necessary to effectuate all of the terms and provisions of this Interim Order, including, without limitation, to: (a) permit the Debtors to grant the DIP Liens, Adequate Protection Liens, DIP Superpriority Claims, and Adequate Protection Superpriority Claims; (b) permit the Debtors to perform such acts as the DIP Agents, DIP Lenders, or the Prepetition Agents each may reasonably request to assure the perfection and priority of the liens granted herein; (c) permit the Debtors to incur all liabilities and obligations to the DIP Agents, DIP Lenders, Prepetition Revolver Parties and Prepetition Term Loan Parties under the DIP Documents, the DIP Facilities and this Interim Order; and (d) authorize the Debtors to pay, and the DIP Agents, the DIP Lenders and the Prepetition Secured Parties to retain and apply, payments made in accordance with the terms of this Interim Order. See Interim DIP Order ¶ 21.

Liens on Avoidance Actions Local Rule 40012(a)(i)(D)

See Interim DIP Order ¶ 5.

Milestones Bankruptcy Rule 4001(c)(1)(B) Local Rule 40012(a)(ii)

Milestones. Achieve each of the following milestones: •

On or before March 3, 2017, the Interim Order shall have been entered by the Bankruptcy Court.

•

On or before March 8, 2017, the Canadian Debtor shall have commenced the Canadian Store Closing Sales.

•

On or before March 10, 2017, the Borrower shall have distributed to the parties identified by an investment banker or other similar consultant (an “Investment Banker”) informational packages and solicitations for bids.

•

On or before March 30, 2017, (a) the Final Order authorizing and approving the Guggenheim DIP Credit Facility and the facility evidenced by the Loan Agreement and the transactions contemplated thereby on a final basis and (b) an order approving the Bid Procedures Motion.

•

On or before May 22, 2017, the Obligors shall have consummated the Auction for the Purchased Assets.

•

On or before May 22, 2017, the Borrower shall have either (i) executed a purchase agreement with the “Successful Bidder” at the Auction, with such agreement being acceptable to the Co-Collateral Agents, in their sole and absolute discretion or (ii) if clause (i) has not occurred, executed an agreement with the sponsor of an Acceptable Plan by May 25, 2017.

•

On or before May 30, 2017, the Bankruptcy Court shall have entered an order approving the disclosure statement and plan solicitation procedures acceptable to the Administrative Agent.

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Summary of Material Terms •

On or before May 31, 2017 the Borrower shall have completed the Canadian Store Closing Sales, pursuant to the terms of the relevant documentation and Canadian Order.

•

On or before July 10, 2017, the Borrower shall have obtained an order from the Bankruptcy Court confirming an Acceptable Plan in form and substance satisfactory to the Co-Collateral Agents, in their sole and absolute discretion; and

•

On or before July 28, 2017, the effective date of the Acceptable Plan shall have occurred in accordance with its terms, and the Borrower shall have emerged from Chapter 11 (and all of the Obligations, the Prior Lender Obligations and the Canadian Obligations shall have been repaid in full).

See Term Loan DIP Agreement § 5.16.

Background I.

The Debtors’ Prepetition Capital Structure. 18.

As of the Petition Date, the Debtors’ capital structure consisted of outstanding

funded-debt obligations in the aggregate principal amount of approximately $459 million, consisting of the Prepetition Revolver Facility and the Prepetition Term Loan Facility. The following table summarizes the Debtors’ outstanding funded-debt obligations. Funded Debt Prepetition Revolver Facility Prepetition Term Loan Tranche A Prepetition Term Loan Tranche A-1 Prepetition Term Loan Tranche A-2 Prepetition Term Loan Tranche A-3 Prepetition Term Loan Tranche B

Maturity February 2020 February 2020 February 2020 February 2020 February 2020 February 2020 Total:

Principal Amount $82 million $35.0 million $4.2 million $48.5 million $0 (undrawn) $289.4 million $459 million

Prepetition Revolver Facility.

19.

BCBG Max Azria Group, LLC, as borrower, BCBG Max Azria Canada Inc., as

the Canadian borrower,6 the Guarantors, Bank of America, N.A. as administrative agent

The Canadian borrower commenced formal proceedings contemporaneously with these chapter 11 cases. In connection with the Canadian Case, the Debtors and the Canadian Debtor have entered into that certain Canadian Forbearance Agreement (the “Canadian Forbearance Agreement”) providing, among other things, for the Prepetition Revolver Agent and Prepetition Revolver Lenders to forbear from exercise of remedies against the Canadian borrower notwithstanding the existence and continuation of defaults under the Prepetition Revolver Facility. The Canadian Forbearance Agreement provides a material benefit to the Debtors in that it permits the orderly wind-down of the Canadian borrower and the use of proceeds from the liquidation of the

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(the “Prepetition Revolver Agent” and, through it Canada branch, the “Canadian Agent), Bank of America, N.A. and Wells Fargo Bank, N.A., each as a Co-Collateral Agent, and the lenders party thereto (including the Prepetition Revolver Agent, the Canadian Agent, and the Co-Collateral Agents, the “Prepetition Revolver Lenders,” and collectively with the Prepetition Revolver Agent, the “Prepetition Revolver Parties”) are parties to that certain Second Amended and Restated Loan Agreement, dated as of February 5, 2015 (as amended, amended and restated, supplemented, or otherwise modified, refinanced, or replaced from time to time prior to the Petition Date, the “Prepetition Revolver Agreement”). 20.

The Prepetition Revolver Agreement provides for a senior secured revolving

credit facility (the “Prepetition Revolver Facility”) that consists of “Tranche A,” “Tranche A-1,” and a Canadian revolving credit sub-facility. The maximum availability is $82.5 million under Tranche A, $2.5 million under Tranche A-1, and $15.0 million under the Canadian revolving credit facility, subject to certain terms and conditions. As of the Petition Date, the aggregate borrowing base (i.e., the effective maximum availability) was approximately $82 million. Each non-borrower Debtor has guaranteed all obligations under the Prepetition Revolver Facility, including the Canadian sub-facility. 21.

Obligations under the Prepetition Revolver Facility are secured by a first priority

lien on the Debtors’ accounts (including all payment intangibles consisting of amounts owning from credit card and debit card issuers and processors), inventory, deposit accounts, security accounts, cash, and cash equivalents and a second priority lien on all other property of the grantors, including the Debtors’ intellectual property (the “Prepetition Revolver Collateral”). As

Canadian borrower’s assets to reduce the obligations of the Debtors to the Prepetition Lenders under the Debtors’ guaranty of the Canadian obligations, all of which obligations are secured by the Prepetition Collateral.

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of the Petition Date, approximately $82 million remained outstanding under the Prepetition Revolver Facility. 22.

The Debtors have entered into deposit account control agreements in favor of the

Prepetition Revolver Agent with respect to each of its bank accounts. Thus, substantially all of the Debtors’ cash is subject to a perfected security interest in favor of the Prepetition Revolver Agent. As noted above, under the Prepetition Revolver Facility, so long as excess availability is less than fifteen percent of the then-applicable borrowing base, the Debtors must remit all cash receipts on a daily basis to a non-Debtor account maintained by the Prepetition Revolver Agent (the “Prepetition Revolver Agent Account”). Due to the Debtors’ ongoing liquidity constraints, the excess availability under the Prepetition Revolver Facility was less than fifteen percent as of the Petition Date (and for a number of months preceding the Petition Date). Accordingly, each day, the Debtors’ excess cash is swept to the Prepetition Revolver Agent Account. B.

Prepetition Term Loan Facility.

23.

BCBG Max Azria Group, LLC, as borrower, the guarantors party thereto, the

lenders party thereto, and Guggenheim Corporate Funding, LLC, as administrative agent and collateral agent (in such capacity, the “Prepetition Term Loan Agent”) are party to that certain Fifth Amended and Restated Credit and Guarantee Agreement, dated as of August 12, 2016, (as amended, amended and restated, supplemented, or otherwise modified, refinanced, or replaced from time to time prior to the Petition Date, the “Prepetition Term Loan Credit Agreement”). The aggregate Prepetition Term Loan Agreement commitment consists of the Tranche A loans, the New Tranche A loans (including the Tranche A-1, Tranche A-2, and Tranche A-3 loans), and Tranche B loans (collectively, the “Prepetition Term Loan Facility”). Each non-borrower Debtor has guaranteed all obligations under the Prepetition Term Loan Facility. Obligations under the Prepetition Term Loan Agreement (the “Prepetition Term Loan Obligations”) are secured by a 24

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second priority lien on the Debtors’ accounts, inventory, deposit accounts, security accounts, cash, and cash equivalents and a first priority lien on all other property of the borrowers and guarantors, including the Debtors’ including intellectual property (the “Prepetition Term Loan Collateral”).

As of the Petition Date, approximately $377.0 million in aggregate principal

amount remained outstanding under the Prepetition Term Loan Agreement. 24.

Tranche A Term Loan. Tranche A of the Prepetition Term Loan Facility was the

new money term loan financing put in place as part of the February 2015 Restructuring (as defined in the First Day Declaration). As of the Petition Date, approximately $35.0 million remained outstanding in Tranche A loans. Under the Prepetition Term Loan Credit Agreement, the Tranche A loans have a first payment priority before all of the New Tranche A loans and Tranche B loans. The Tranche A loans bear an effective cash interest rate of 10 percent. 25.

New Tranche A Term Loan. New Tranche A (i.e., Tranches A-1, A-2, and A-3)

of the Prepetition Term Loan Facility was put in place as part of the August 2016 Financing (as defined in the First Day Declaration). Tranches A-1 and A-2 of the New Tranche A loans were funded either contemporaneously with or shortly after the August 2016 Financing; Tranche A-3 ($25 million) is undrawn. As of the Petition Date, $52.6 million in New Tranche A loans are outstanding. Under the Prepetition Term Loan Credit Agreement, the New Tranche A loans have a second payment priority (on a pari passu basis), junior to the Tranche A loans and senior to the Tranche B loans. The New Tranche A loans bear an effective PIK interest rate of 15 percent. 26.

Tranche B Term Loan. Tranche B of the Prepetition Term Loan Facility are the

term loans put in place as part of the February 2015 Restructuring. In light of continued PIK interest accumulation since the August 2016 Financing, as of the Petition Date, an aggregate of

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approximately $289.4 million was outstanding under Tranche B of the Prepetition Term Loan Facility. Under the Prepetition Term Loan Credit Agreement, the Tranche B loans have a third payment priority after the Tranche A loans and the New Tranche A loans. The Tranche B loans bear an effective PIK interest rate of 10 percent. II.

The Need to Use Cash Collateral and For Access to Financing. 27.

The Debtors, in consultation with their proposed restructuring advisor,

AlixPartners, LLP, reviewed and analyzed the Debtors’ projected cash needs and prepared a 22 week projection (as updated from time to time in accordance with the terms of the DIP Credit Agreement, the “Budget”)7 outlining the Debtors’ postpetition cash needs in the initial 22 weeks of these cases. The Debtors believe that the Budget and their projections provide an accurate reflection of their funding requirements over the identified period, will allow them to meet their obligations—including the administrative expenses of the chapter 11 cases—and are reasonable and appropriate under the circumstances. 28.

The Debtors’ relied on these forecasts to determine the amount of postpetition

financing required to administer these chapter 11 cases. Each of the DIP Facilities are critical to the Debtors’ ability to smoothly operate postpetition, including by providing sufficient liquidity to fund the administrative cost of these chapter 11 cases and, importantly, payments to the Debtors’ manufacturers and other participants in the Debtors’ supply chain to ensure the free flow of inventory to the Debtors’ stores. As a result, the Debtors believe that the DIP Facilities provide the Debtors sufficient liquidity to stabilize their operations and fund the administration of these chapter 11 cases as the Debtors seek to implement the restructuring contemplated by the

A copy of the Budget is attached to the Interim Order as Exhibit 1.

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Plan, and are therefore essential to the preservation of their assets during the pendency of these cases. See First Day Declaration, Ex. A ¶¶ 1–7. 29.

With minimal cash on hand, the Debtors require interim approval of the DIP

Facilities. Absent the immediate relief requested by this motion, the Debtors face a material risk of substantial, irreparable, and ongoing harm. Access to Cash Collateral and the DIP Facilities will ensure the Debtors have sufficient funds to preserve and maximize the value of their estates, and responsibly administer these chapter 11 cases. III.

Alternative Sources of Financing Are Not Readily Available. 30.

The Debtors do not have alternative sources of financing readily available. The

Debtors’ Prepetition Lenders assert that all of the Debtors’ assets are encumbered under their existing capital structure, which, along with the Debtors’ uncertain financial condition and overall weakness in the apparel industry, restricts the availability of, and options for, postpetition financing. See Finger Declaration. The Prepetition Lenders also made it clear that they would not consent to “priming” debtor-in-possession financing provided by a third party. See Finger Declaration. As a result, the Debtors do not believe third-party debtor-in-possession financing would be reasonably obtainable. 31.

Additionally, due to the Debtors’ high level of existing secured debt obligations,

the Debtors could not provide evidence or certainty of a sufficient equity cushion to allow for debtor-in-possession financing that would prime existing lenders’ liens over their objections. And for the same reason, it is unlikely that third-party lenders would be willing to provide debtor-in-possession financing junior to the Debtors’ existing lenders. See Finger Declaration. These indicators did not portend the development of a feasible third-party financing option. 32.

Nevertheless, the Debtors, with the assistance of their advisors, solicited

proposals for alternative debtor-in-possession financing. Jefferies reached out to a variety of 27

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potential lenders outside of the Prepetition Lenders, including a variety of potential lenders, including seventeen financial institutions to gauge their interest in providing such financing to the Debtors. After Jefferiesâ&#x20AC;&#x2122; initial outreach, only two parties expressed preliminary interest in providing postpetition financing and executed non-disclosure agreements with the Debtors. And no party provided a proposal for independent postpetition financing. Accordingly, the Debtors were unable to develop an alternative source of financing with terms better than those of the DIP Facilities, and for all of the foregoing reasons, the Debtors believe that the DIP Facilities are reasonable, appropriate, and provides the best terms presently available to the Debtors. 33.

Additionally, with any third-party proposal, the Debtors would incur the

execution risk associated with a new lender transaction, including material timing and due diligence constraints, necessarily involving the payment of additional professional fees. In contrast, the proposed DIP Facilities offered by the DIP Lenders allow the Debtors to avoid the need to engage in a costly and time-consuming priming fight at the outset of these chapter 11 cases. Basis for Relief I.

The Debtors Should Be Authorized to Obtain Postpetition Financing Through the DIP Documents. A.

Entry into the DIP Documents Is an Exercise of the Debtorsâ&#x20AC;&#x2122; Sound Business Judgment.

34.

The Court should authorize the Debtors, as an exercise of their sound business

judgment, to enter into the DIP Documents, obtain access to the DIP Facilities, and continue using the Cash Collateral. Section 364 of the Bankruptcy Code authorizes a debtor to obtain secured or superpriority financing under certain circumstances discussed in detail below. Courts grant a debtor-in-possession considerable deference in acting in accordance with its business judgment in obtaining postpetition secured credit, so long as the agreement to obtain such credit 28

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does not run afoul of the provisions of, and policies underlying, the Bankruptcy Code. See, e.g., In re Trans World Airlines, Inc., 163 B.R. 964, 974 (Bankr. D. Del. 1994) (approving a postpetition loan and receivables facility because such facility “reflect[ed] sound and prudent business judgment”); In re L.A. Dodgers LLC, 457 B.R. 308, 313 (Bankr. D. Del. 2011) (“[C]ourts will almost always defer to the business judgment of a debtor in the selection of the lender.”); In re Ames Dep’t Stores, Inc., 115 B.R. 34, 40 (Bankr. S.D.N.Y. 1990) (“[C]ases consistently reflect that the court’s discretion under section 364 is to be utilized on grounds that permit reasonable business judgment to be exercised so long as the financing agreement does not contain terms that leverage the bankruptcy process and powers or its purpose is not so much to benefit the estate as it is to benefit a party-in-interest.”). 35.

Specifically, to determine whether the business judgment standard is met, a court

need only “examine whether a reasonable business person would make a similar decision under similar circumstances.” In re Exide Techs., 340 B.R. 222, 239 (Bankr. D. Del. 2006); see also In re Curlew Valley Assocs., 14 B.R. 506, 513–14 (Bankr. D. Utah 1981) (noting that courts should not second guess a debtor’s business decision when that decision involves “a business judgment made in good faith, upon a reasonable basis, and within the scope of [the debtor’s] authority under the [Bankruptcy] Code”). 36.

Furthermore, in considering whether the terms of postpetition financing are fair

and reasonable, courts consider the terms in light of the relative circumstances of both the debtor and the potential lender. In re Farmland Indus., Inc., 294 B.R. 855, 886 (Bankr. W.D. Mo. 2003); see also Unsecured Creditors’ Comm. Mobil Oil Corp. v. First Nat’l Bank & Trust Co. (In re Elingsen McLean Oil Co., Inc.), 65 B.R. 358, 365 n.7 (W.D. Mich. 1986) (recognizing a debtor may have to enter into “hard bargains” to acquire funds for its reorganization). The Court

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may also appropriately take into consideration non-economic benefits to the Debtors offered by a proposed postpetition facility. For example, in In re ION Media Networks. Inc., the bankruptcy court for the Southern District of New York held that: Although all parties, including the Debtors and the Committee, are naturally motivated to obtain financing on the best possible terms, a business decision to obtain credit from a particular lender is almost never based purely on economic terms. Relevant features of the financing must be evaluated, including non-economic elements such as the timing and certainty of closing, the impact on creditor constituencies and the likelihood of a successful reorganization. This is particularly true in a bankruptcy setting where cooperation and establishing alliances with creditor groups can be a vital part of building support for a restructuring that ultimately may lead to a confirmable reorganization plan. That which helps foster consensus may be preferable to a notionally better transaction that carries the risk of promoting unwanted conflict. No. 09-13125, 2009 WL 2902568, at *4 (Bankr. S.D.N.Y. July 6, 2009) (emphasis added). 37.

The Debtors’ determination to move forward with the DIP Facilities is an exercise

of their sound business judgment following an arm’s-length process and careful evaluation of alternatives. Specifically, the Debtors and their advisors determined that postpetition financing will create certainty with respect to cash flows necessary for the administration of these chapter 11 cases through confirmation. The Debtors negotiated the DIP Agreements and other DIP Documents with the DIP Lenders in good faith, at arm’s length, and with the assistance of their respective advisors, and the Debtors believe that they have obtained the best financing available. Accordingly, the Court should authorize the Debtors’ entry into the DIP Documents, as it is a reasonable exercise of the Debtors’ business judgment. B.

The Debtors Should Be Authorized to Grant Liens and Superpriority Claims.

38.

The Debtors propose to obtain financing under the DIP Facilities by providing

security interests and liens as set forth in the DIP Documents pursuant to section 364(c) of the 30

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Bankruptcy Code. Specifically, the Debtors propose to provide to the DIP Lenders continuing, valid, binding, enforceable, non-avoidable, and automatically and properly perfected postpetition security interests in and liens on the DIP Collateral (as defined in the Interim Order), which includes substantially all of the Debtors’ assets. The Prepetition Lenders will have similar “criss cross” first and second priority liens on the DIP Collateral as they do on the Prepetition Collateral (as defined in the Interim Order): •

The DIP Liens securing the ABL DIP Obligations (the “DIP ABL Liens”) will be senior in priority and superior to any security, mortgage, collateral interest, lien, or claim to any of the DIP Collateral, except that the DIP ABL Liens will be junior only to: o as to the DIP Revolver Primary Collateral (as defined in the Interim Order) (A) Permitted Prior Liens (as defined in the Interim Order); and (B) the Carve Out; and o as to the DIP Term Loan Primary Collateral (as defined in the Interim Order) (A) Permitted Prior Liens; (B) the Carve Out; (C) the DIP Term Loan Liens (as defined herein); (D) the Prepetition Term Loan Liens; and (E) the Prepetition Term Loan Adequate Protection Liens (as defined in the Interim Order).

•

The DIP Liens securing the Term Loan DIP Obligations (the “DIP Term Loan Liens”) will be senior in priority and superior to any security, mortgage, collateral interest, lien, or claim to any of the DIP Collateral, except that the DIP Term Loan Liens will be junior only to: o as to the DIP Term Loan Primary Collateral (A) Permitted Prior Liens and (B) the Carve Out; and o as to the DIP Revolver Primary Collateral (A) Permitted Prior Liens; (B) the Carve Out; (C) the ABL DIP Liens; (D) the Prepetition Revolver Liens; and (E) the Prepetition Revolver Adequate Protection Liens (as defined in the Interim Order).

39.

The statutory requirement for obtaining postpetition credit under section 364(c) is

a finding, made after notice and hearing, that a debtor is “unable to obtain unsecured credit allowable under Section 503(b)(1) of [the Bankruptcy Code].” 11 U.S.C. § 364(c). See In re Crouse Grp., Inc., 71 B.R. 544, 549 (Bankr. E.D. Pa. 1987) (secured credit under section 364(c) 31

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of the Bankruptcy Code is authorized, after notice and hearing, upon showing that unsecured credit cannot be obtained). Courts have articulated a three-part test to determine whether a debtor is entitled to financing under section 364(c) of the Bankruptcy Code. Specifically, courts look to whether: a.

the debtor is unable to obtain unsecured credit under section 364(b) of the Bankruptcy Code, i.e., by allowing a lender only an administrative claim;

the credit transaction is necessary to preserve the assets of the estate; and

the terms of the transaction are fair, reasonable, and adequate, given the circumstances of the debtor-borrower and proposed lenders.

See In re Ames Dep’t Stores, 115 B.R. 34, 37–40 (Bankr. S.D.N.Y. 1990); see also In re St. Mary Hosp., 86 B.R. 393, 401-02 (Bankr. E.D. Pa. 1988); Crouse Grp., 71 B.R. at 549. 40.

As described above and as set forth in the Finger Declaration, due to the Debtors’

high level of existing secured debt obligations, third-party lenders were unwilling to provide postpetition financing on an unsecured basis or otherwise junior to the Prepetition Lenders. See Finger Declaration. Therefore, the Debtors, in consultation with their advisors, concluded that any workable financing likely would require the support of, or be provided by, the Debtors’ existing lenders. Absent the DIP Facilities, which will provide certainty that the Debtors will have sufficient liquidity to administer these chapter 11 cases, the value of the Debtors’ estates would be significantly impaired to the detriment of all stakeholders.

Given the Debtors’

circumstances, the Debtors believe that the terms of the DIP Facilities, as set forth in the DIP Agreements, are fair, reasonable, and adequate, all as more fully set forth below. For all these reasons, the Debtors submit that they have met the standard for obtaining postpetition financing. 41.

In the event that a debtor is unable to obtain unsecured credit allowable as an

administrative expense under section 503(b)(1) of the Bankruptcy Code, section 364(c) provides that a court “may authorize the obtaining of credit or the incurring of debt (1) with priority over 32

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any or all administrative expenses of the kind specified in section 503(b) or 507(b) of [the Bankruptcy Code]; (2) secured by a lien on property of the estate that is not otherwise subject to a lien; or (3) secured by a junior lien on property of the estate that is subject to a lien.” As described above, the Debtors are unable to obtain unsecured credit. Therefore, approving a superpriority claims in favor of the DIP Lenders is reasonable and appropriate. 42.

Further, section 364(d) provides that a debtor may obtain credit secured by a

senior or equal lien on property of the estate already subject to a lien, after notice and a hearing, where the debtor is “unable to obtain such credit otherwise” and “there is adequate protection of the interest of the holder of the lien on the property of the estate on which such senior or equal lien is proposed to be granted.” 11 U.S.C. § 364(d)(1). Consent by the secured creditors to priming obviates the need to show adequate protection.

See Anchor Savs. Bank FSB v.

Sky Valley, Inc., 99 B.R. 117, 122 (N.D. Ga. 1989) (“[B]y tacitly consenting to the superpriority lien, those [undersecured] creditors relieved the debtor of having to demonstrate that they were adequately protected.”). Accordingly, the Debtors may incur “priming” liens under the DIP Facilities if either (a) the Prepetition Lenders have consented or (b) Prepetition Lenders’ interests in collateral are adequately protected. 43.

Here, the Prepetition Lenders have consented to the DIP Facilities. Therefore, the

relief requested pursuant to section 364(d)(1) of the Bankruptcy Code is appropriate. C.

No Comparable Alternative to the DIP Facilities Is Reasonably Available.

44.

A debtor need only demonstrate “by a good faith effort that credit was not

available without” the protections afforded to potential lenders by sections 364(c) of the Bankruptcy Code. In re Snowshoe Co., Inc., 789 F.2d 1085, 1088 (4th Cir. 1986); see also In re Plabell Rubber Prods., Inc., 137 B.R. 897, 900 (Bankr. N.D. Ohio 1992). Moreover, in circumstances where only a few lenders likely can or will extend the necessary credit to a debtor, 33

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“it would be unrealistic and unnecessary to require [the debtor] to conduct such an exhaustive search for financing.” In re Sky Valley, Inc., 100 B.R. 107, 113 (Bankr. N.D. Ga. 1988), aff’d sub nom. Anchor Sav. Bank FSB v. Sky Valley, Inc., 99 B.R. 117, 120 n.4 (N.D. Ga. 1989); see also In re Snowshoe Co., 789 F.2d 1085, 1088 (4th Cir. 1986) (demonstrating that credit was unavailable absent the senior lien by establishment of unsuccessful contact with other financial institutions in the geographic area); In re Stanley Hotel, Inc., 15 B.R. 660, 663 (D. Colo. 1981) (bankruptcy court’s finding that two national banks refused to grant unsecured loans was sufficient to support conclusion that section 364 requirement was met); In re Ames Dep’t Stores, 115 B.R. at 37–39 (debtor must show that it made reasonable efforts to seek other sources of financing under section 364(a) and (b)). 45.

As noted above, the Debtors do not believe that alternative sources of financing

are reasonably available given the realities imposed by the Debtors’ existing capital structure and the Debtors’ unsuccessful solicitation of alternative financing proposals. All of the Debtors’ existing assets, including Cash Collateral, are encumbered. Thus, the Debtors have determined that the DIP Facilities provide the best opportunity available to the Debtors under the circumstances to fund these chapter 11 cases. See Finger Declaration. Therefore, in addition to evidence to be introduced at the hearing on the Interim Order if necessary, the Debtors submit that the requirement of section 364 of the Bankruptcy Code that alternative credit on more favorable terms be unavailable to the Debtors is satisfied. II.

The Debtors Should Be Authorized to Use the Cash Collateral. 46.

Section 363 of the Bankruptcy Code generally governs the use of estate property.

Section 363(c)(2)(A) permits a debtor in possession to use cash collateral with the consent of the secured party. Here, the Prepetition Lenders consent to the Debtors’ use of the Cash Collateral

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(as well as the Prepetition Collateral), subject to the terms and limitations set forth in the Interim Order. 47.

Section 363(e) provides for adequate protection of interests in property when a

debtor uses cash collateral. Further, section 362(d)(1) of the Bankruptcy Code provides for adequate protection of interests in property due to the imposition of the automatic stay. See In re Cont’l Airlines, 91 F.3d 553, 556 (3d Cir. 1996) (en banc). While section 361 of the Bankruptcy Code provides examples of forms of adequate protection, such as granting replacement liens and administrative claims, courts decide what constitutes sufficient adequate protection on a case-by-case basis. In re Swedeland Dev. Grp., Inc., 16 F.3d 552, 564 (3d Cir. 1994); In re Satcon Tech. Corp., No. 12-12869 (KG), 2012 WL 6091160, at *6 (Bankr. D. Del. Dec. 7, 2012); In re N.J. Affordable Homes Corp., No. 05-60442 (DHS), 2006 WL 2128624, at *14 (Bankr. D.N.J. June 29, 2006); In re Columbia Gas Sys., Inc., Nos. 91-803, 91-804, 1992 WL 79323, at *2 (Bankr. D. Del. Feb. 18, 1992); see also In re Dynaco Corp., 162 B.R. 389, 394 (Bankr. D.N.H. 1993) (citing 2 Collier on Bankruptcy ¶ 361.01[1] at 361–66 (15th ed. 1993) (explaining that adequate protection can take many forms and “must be determined based upon equitable considerations arising from the particular facts of each proceeding”)). 48.

As described more fully above, and as set forth in the Interim Order, the Debtors

propose to provide the Prepetition Lenders with a variety of adequate protection to protect against the postpetition diminution in value of the Cash Collateral (as well as the Prepetition Collateral) resulting from the use of the Cash Collateral by the Debtors and the imposition of the automatic stay (collectively, the “Adequate Protection Obligations”): a.

Valid and automatically perfected replacement liens and security interests in and upon the DIP Collateral;

superpriority administrative claims under section 507(b) of the Bankruptcy Code; 35

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the DIP Agents’ professionals’ fees and expenses; and

with respect to the Prepetition Revolver Parties, payment of interest, fees, and principal due under the Prepetition Revolver Documents.

Therefore, the Debtors submit that the proposed Adequate Protection Obligations

are sufficient to protect the Prepetition Lenders from any diminution in value to the Cash Collateral and Prepetition Collateral. In light of the foregoing, the Debtors further submit, and the Prepetition Lenders agree, that the proposed Adequate Protection Obligations to be provided for the benefit of the Prepetition Lenders are appropriate.8 Thus, the Debtors’ provision of the Adequate Protection Obligations is not only necessary to protect against any diminution in value but is fair and appropriate under the circumstances of these chapter 11 cases to ensure the Debtors are able to continue using the Cash Collateral, subject to the terms and limitations set forth in the Interim Order, for the benefit of all parties in interest and their estates. III.

The Debtors Should Be Authorized to Pay the Fees Required by the DIP Agents and the DIP Lenders Under the DIP Documents. 50.

Under the DIP Loan Documents, the Debtors have agreed, subject to Court

approval, to pay certain fees to the DIP Agents and the DIP Lenders. In particular, as noted above, the Debtors have agreed to pay:

to the DIP ABL Agent, for the account of each of the ABL DIP Lenders, a closing fee equal to 1.00% percent of the total commitments and a monthly commitment fee equal to 0.25% per annum of the undrawn commitments, as well as a quarterly administrative agency fee; and

to the DIP Term Loan Agent, for the account of each of the Term Loan DIP Lenders (in accordance with the terms of the DIP Term Loan Facility), a closing fee equal to 3.50% of the aggregate commitments payable on the closing date, a closing fee equal to 1.50% of the roll-up loans payable upon entry of a Final DIP

Pursuant to the DIP Orders, the Prepetition Lenders are permitted to seek additional adequate protection in accordance with the terms thereof.

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Order, a monthly commitment fee equal to 1.75% per annum of undrawn delayed draw term loan commitments payable monthly and an exit fee equal to 1.50% of the aggregate amount of the DIP Term Loan Facility (as in effect on the closing date thereof) payable upon termination of commitments and repayment in full of the obligations under the DIP Term Loan Facility. 51.

It is understood and agreed by all parties, including the Debtors, that these fees

are an integral component of the overall terms of the DIP Facilities, and were required by the applicable DIP Agents and the DIP Lenders as consideration for the extension of postpetition financing. See Finger Declaration. Accordingly, the Court should authorize the Debtors to pay the fees provided under the DIP Documents in connection with entering into those agreements. IV.

The Debtors’ Proposed Repayment of Prepetition Indebtedness Should Be Approved. 52.

As set forth above, the ABL Lenders—as part of the DIP Facilities—have agreed

to continue lending on similar terms postpetition.

The ABL Lenders’ borrowing base is

predominantly comprised of inventory. As inventory rolls over, the sale proceeds will pay down the ABL Lenders’ prepetition claims, and the Debtors’ new revolver borrowings will give rise to postpetition claims under the DIP ABL Facilities. In addition, and only upon final Court approval of the DIP Facilities, the entire remaining prepetition amount of Prepetition Revolver Obligations will be converted into postpetition indebtedness under the DIP ABL Facilities. 53.

Separately, and only upon final Court approval of the DIP Facilities, the entire

$35 million owing to the Tranche A Term Loan lenders will be converted into postpetition indebtedness under the DIP Term Loan Facility. The Tranche A Term Loan lenders and Tranche B Term Loan lenders will jointly provide $45 million in new money financing under the DIP Term Loan Facility—$40.2 million by the Tranche B lenders and $4.8 million by the Tranche A lenders. The Debtors were unable to obtain debtor-in-possession financing on similar terms that did not provide for the repayment of prepetition amounts on these terms. Without continued 37

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access to an asset-based lending facility to fund the flow of inventory to the Debtors’ customers and the $45 million in incremental liquidity under the DIP Term Loan Facility to fund the administration of these chapter 11 cases, the Debtors’ businesses would seize and they would likely be forced to liquidate. Maintaining the ability to continue as a going concern on the other side of a deleveraging restructuring transaction is of immense benefit to the Debtors estates and stakeholders. 54.

Due to the complexities of the Debtors’ capital structure, the simple economic

reality is that a peaceful, going concern transition in to chapter 11 comes at a price. The ABL Lenders are unlikely to continue to lend postpetition without some assurance regarding their prepetition claims. Moreover, prior to the Final Hearing, the ABL Lenders’ prepetition claims are only rolled up as they fund new amounts postpetition for the benefit of the Debtors and their estates. Similarly, the Tranche A lenders occupy the senior tranche of the Term Loan Facility. They have indicated that they would not consent to being primed by a Tranche B-funded DIP Term Loan Facility. Absent the Tranche A lenders’ support, the first month of the Debtors’ chapter 11 cases would likely devolve into a costly priming fight. Due to the senior priority of the Tranche A loans, they are likely to be paid in full in any event, making such a fight a fruitless endeavor in any event. 55.

Thus, after careful consideration of all available alternatives, the Debtors have

determined that repayment of the ABL Lenders’ and Tranche A lenders’ prepetition claims as part of the DIP Facilities is necessary to obtain access to the liquidity necessary to preserve the value of their businesses for the benefit of all stakeholders. The aggregate indebtedness to be refinanced or cash collateralized represents approximately 73 percent of the Debtors’ proposed debtor-in-possession financing and approximately 26 percent of the Debtors’ total funded

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indebtedness. Further, each of the ABL Lenders and Tranche A lenders have agreed to extend new financing on a postpetition basis, including $4.8 million in incremental financing from the Tranche A lenders. Importantly, the Interim Order specifically states that such repayments are subject to unwinding, after notice and a hearing as required by, and under the circumstances set forth in, Local Rule 4001-2(k)(3), and the New Tranche A loans will only roll into postpetition financing on entry on the final order approving the DIP Facilities. 56.

Recognizing exigent circumstances like those described above, courts in this

district, as well as elsewhere, have approved repayments funded by debtor-in-possession financing proceeds in recent chapter 11 cases on an interim basis. See, e.g., In re Avaya Inc., No. 17-10089 (SMB) (Bankr. S.D.N.Y. Jan. 23, 2017) (approving interim roll-up of $50 million); In re Aéropostale, Inc., No. 16-11275 (Bankr. S.D.N.Y. May 6, 2016) (approving interim roll up of $78 million); In re Chassix Holdings, Inc., No. 15-10578 (MEW) (Bankr. S.D.N.Y. Mar. 13, 2015) (approving interim roll up of $135 million); In re United Retail Grp, Inc., No. 12-10405 (SMB) (Bankr. S.D.N.Y. Feb. 3, 2012) (approving interim roll up of $11.5 million); In re Uno Rest. Holdings Corp., No. 10-10209 (MG) (Bankr. S.D.N.Y. Feb. 18, 2010) (approving interim roll up of $33.9 million); In re Lyondell Chem. Co., No. 09-10023 (REG) (Bankr. S.D.N.Y. Jan. 6, 2009) (approving interim roll up of $2.1 billion).9 Consistent with this authority, the Debtors respectfully submit that the Court should approve the Debtors’ decision to enter into the DIP Facilities, including the required repayment of the ABL Facility loans and Tranche A loans.

Because of the voluminous nature of the orders cited herein, such orders have not been attached to this motion. Copies of these orders are available upon request of the Debtors’ proposed counsel.

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The DIP Lenders Should Be Deemed Good-Faith Lenders Under Section 364(e). 57.

Section 364(e) of the Bankruptcy Code protects a good-faith lender’s right to

collect on loans extended to a debtor, and its right in any lien securing those loans, even if the authority of the debtor to obtain such loans or grant such liens is later reversed or modified on appeal. Section 364(e) of the Bankruptcy Code provides that: The reversal or modification on appeal of an authorization under this section [364 of the Bankruptcy Code] to obtain credit or incur debt, or of a grant under this section of a priority or a lien, does not affect the validity of any debt so incurred, or any priority or lien so granted, to an entity that extended such credit in good faith, whether or not such entity knew of the pendency of the appeal, unless such authorization and the incurring of such debt, or the granting of such priority or lien, were stayed pending appeal. 58.

As explained herein, and in the Finger Declaration, the DIP Documents are the

result of: (a) the Debtors’ reasonable and informed determination that the DIP Lenders offered the most favorable terms on which to obtain vital postpetition financing, and (b) arms’-length, good-faith negotiations between the Debtors and the DIP Agents and DIP Lenders. The Debtors submit that the terms and conditions of the DIP Documents are reasonable and appropriate under the circumstances, and the proceeds of the DIP Facilities will be used only for purposes that are permissible under the Bankruptcy Code. Further, no consideration is being provided to any party to the DIP Documents other than as described herein. Accordingly, the Court should find that the DIP Lenders are “good faith” lenders within the meaning of section 364(e) of the Bankruptcy Code and are entitled to all of the protections afforded by that section. VI.

The Automatic Stay Should Be Modified on a Limited Basis. 59.

The proposed Interim Order provides that the automatic stay provisions of section

362 of the Bankruptcy Code will be modified to allow the DIP Lenders to file any financing statements, security agreements, notices of liens, and other similar instruments and documents in 40

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order to validate and perfect the liens and security interests granted to them under the Interim Order. The proposed Interim Order further provides that the automatic stay is modified as necessary to permit the Debtors to grant the DIP Liens to the DIP Lenders and to incur all liabilities and obligations set forth in the Interim Order. Finally, the proposed Interim Order provides that, following the occurrence of an Event of Default, the automatic stay shall be vacated and modified to the extent necessary to permit the DIP Agents to exercise all rights and remedies in accordance with the DIP Documents, or applicable law. 60.

Stay modifications of this kind are ordinary and standard features of debtor-in-

possession financing arrangements, and, in the Debtorsâ&#x20AC;&#x2122; business judgment, are reasonable and fair under the circumstances of these chapter 11 cases. See, e.g., In re Magnum Hunter Res. Corp., No. 15-12533 (KG) (Bankr. D. Del. Dec. 15, 2015) (terminating automatic stay after event of default); In re Peak Broad., LLC, No. 12-10183 (PJW) (Bankr. D. Del. Feb. 2, 2012) (terminating automatic stay after occurrence of termination event); In re TMP Directional Mktg., LLC, No. 11-13835 (MFW) (Bankr. D. Del. Jan. 17, 2012) (modifying automatic stay as necessary to effectuate the terms of the order); In re Broadway 401 LLC, No. 10-10070 (KJC) (Bankr. D. Del. Feb. 16, 2010) (same); In re Haights Cross Commcâ&#x20AC;&#x2122;ns, Inc., No. 10-10062 (BLS) (Bankr. D. Del. Feb. 8, 2010) (same). VII.

Failure to Obtain Immediate Interim Access to the DIP Facilities and Cash Collateral Would Cause Immediate and Irreparable Harm. 61.

Bankruptcy Rules 4001(b) and 4001(c) provide that a final hearing on a motion to

obtain credit pursuant to section 364 of the Bankruptcy Code or to use cash collateral pursuant to section 363 of the Bankruptcy Code may not be commenced earlier than 14 days after the service of such motion. Upon request, however, the Court may conduct a preliminary, expedited hearing

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on the motion and authorize the obtaining of credit and use of cash collateral to the extent necessary to avoid immediate and irreparable harm to a debtor’s estate. 62.

For the reasons noted above, the Debtors have an immediate postpetition need to

use Cash Collateral, including advances under the DIP Facilities. The Debtors cannot maintain the value of their estates during the pendency of these chapter 11 cases without access to cash. The Debtors will use cash to, among other things, fund the administration of these chapter 11 cases and the operation of their business. The Debtors believe that substantially all of their available cash constitutes the Prepetition Lenders’ Cash Collateral. The Debtors will therefore be unable to operate their business or otherwise fund these chapter 11 cases without access to Cash Collateral, and will suffer immediate and irreparable harm to the detriment of all creditors and other parties in interest. In short, the Debtors’ ability to administer these chapter 11 cases through the use of Cash Collateral is vital to preserve and maximize the value of the Debtors’ estates. 63.

The Debtors request that the Court hold and conduct a hearing to consider entry of

the Interim Order authorizing the Debtors, from and after entry of the Interim Order until the Final Hearing, to receive initial funding under the DIP Facilities. Accordingly, the Debtors’ believe that this relief will enable the Debtors to preserve and maximize value and, therefore, avoid immediate and irreparable harm and prejudice to their estates and all parties in interest, pending the Final Hearing. See Finger Declaration. Request for Final Hearing 64.

Pursuant to Bankruptcy Rules 4001(b)(2) and 4001(c)(2), the Debtors request that

the Court set a date for the Final Hearing that is as soon as practicable, and in no event after 25 days after the Petition Date, and fix the time and date prior to the Final Hearing for parties to file objections to this motion. 42

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Motion Practice 65.

This motion includes citations to the applicable rules and statutory authorities

upon which the relief requested herein is predicated and a discussion of their application to this motion. Accordingly, the Debtors submit that this motion satisfies Local Rule 9013-1(a). Waiver of Bankruptcy Rule 6004(a) and 6004(h) 66.

To implement the foregoing successfully, the Debtors request that the Court enter

an order providing that notice of the relief requested herein satisfies Bankruptcy Rule 6004(a) and that the Debtors have established cause to exclude such relief from the 14-day stay period under Bankruptcy Rule 6004(h). Notice 67.

The Debtors will provide notice of this motion to: (a) the Office of the United

States Trustee for the Southern District of New York; (b) the holders of the 50 largest unsecured claims against the Debtors (on a consolidated basis); (c) counsel to the agent under the Debtors’ proposed asset-based lending revolving debtor-in-possession credit facility and the Debtors’ prepetition asset-based lending revolving credit facility lenders; (d) counsel to the administrative agent under the Debtors’ proposed debtor-in-possession term loan credit facility and the Debtors’ prepetition tranche B term loan lenders; (e) counsel to the Debtors’ prepetition tranche A term loan lenders; (f) counsel to the Debtors’ prepetition new tranche A term loan lenders; (g) holders of BCBG Max Azria Global Holdings, LLC common units; (h) holders of BCBG Max Azria Global Holdings, LLC preferred units; (i) the United States Attorney’s Office for the Southern District of New York; (j) the Internal Revenue Service; (k) the Environmental Protection Agency; (l) the office of the attorneys general for the states in which the Debtors operate; (m) the Securities and Exchange Commission; and (n) any party that has requested notice pursuant to

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Bankruptcy Rule 2002. The Debtors submit that, in light of the nature of the relief requested, no other or further notice need be given. No Prior Request 68.

No prior request for the relief sought in this motion has been made to this or any

other court.

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WHEREFORE, the Debtors respectfully request that the Court enter the DIP Orders, granting the relief requested herein and such other relief as the Court deems appropriate under the circumstances. Dated: March 1, 2017

/s/ Joshua A. Sussberg Joshua A. Sussberg, P.C. Christopher J. Marcus, P.C. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 601 Lexington Avenue New York, New York 10022 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 - and James H.M. Sprayregen, P.C. Benjamin M. Rhode (pro hac vice pending) KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 300 North LaSalle Street Chicago, Illinois 60654 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 Proposed Counsel to the Debtors and Debtors in Possession

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EXHIBIT A Proposed Interim Order

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UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK

In re: BCBG MAX AZRIA GLOBAL HOLDINGS, LLC, et al.,1 Debtors.

) ) ) ) ) ) ) )

Chapter 11 Case No. 17-10466 (MKV)

(Joint Administration Requested)

INTERIM ORDER (I) AUTHORIZING POSTPETITION FINANCING, (II) AUTHORIZING USE OF CASH COLLATERAL, (III) GRANTING LIENS AND PROVIDING SUPERPRIORITY ADMINISTRATIVE EXPENSE STATUS, (IV) GRANTING ADEQUATE PROTECTION, (V) MODIFYING AUTOMATIC STAY, (VI) SCHEDULING A FINAL HEARING, AND (VII) GRANTING RELATED RELIEF

Upon the motion, dated March 1, 2017 (the “DIP Motion”) of BCBG Max Azria Group, LLC (the “Borrower”) and BCBG Max Azria Intermediate Holdings, LLC, MLA Multibrand Holdings, LLC and Max Rave, LLC (collectively, the “Guarantors”), each as a debtor and debtor in possession (collectively, the “Debtors”) in the above-captioned Chapter 11 cases (collectively, the “Cases”), seeking entry of an order (this “Interim Order”) pursuant to sections 105, 361, 362, 363, 364(c)(l), 364(c)(2), 364(c)(3), 364(d), 364(e), and 507 of chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”), Rules 2002, 4001, 6004, and 9014 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”) and Rule 4001-2 of the Local Rules for the United States Bankruptcy Court for the Southern District of New York (the “Local Rules”), inter alia:

KE 45920886

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(i)

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authorizing the Debtors to obtain senior secured postpetition financing on a

superpriority basis (the “DIP ABL Credit Facilities,” consisting of a senior secured superpriority revolving credit facility in the aggregate principal amount of up to $75,000,000 (the “DIP Revolving Credit Facility”) and a senior secured superpriority first in, last out revolving credit facility in the aggregate principal amount of up to $2,500,000 (the “DIP FILO Revolving Credit Facility”), and the loans under the DIP ABL Credit Facilities, the “DIP ABL Loans”) pursuant to the terms and conditions of that certain ABL Secured Super Priority Debtor-in-Possession Credit Facility, (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the “DIP ABL Agreement”), by and among the Borrower, the Guarantors, Bank of America, N.A., as administrative agent (the “DIP ABL Agent”), for and on behalf of itself and the other lenders party thereto (collectively, including the DIP ABL Agent, the “DIP ABL Lenders”), and each of Bank of America, N.A. and Wells Fargo Bank, N.A. as co-collateral agents (in such capacities, collectively, the “DIP ABL Co-Collateral Agents”), substantially in the form of Exhibit C, attached to the DIP Motion;2 (ii)

authorizing the Debtors to execute and deliver the DIP ABL Agreement and

any other agreements and documents related thereto (collectively with the DIP ABL Agreement, the “DIP ABL Documents”) and to perform such other acts as may be necessary or desirable in connection with the DIP ABL Documents;

Upon entry of the Final Order, all “Tranche A Revolver Loans” and “Tranche A-1 Revolver Loans” (as each such term is defined in the Prepetition Revolver Agreement referred to below) and all accrued and unpaid interest thereon and fees and expenses shall be fully-rolled into the DIP ABL Credit Facilities and shall constitute DIP ABL Obligations hereunder. For certainty, all “Canadian Obligations” (as defined in the Prepetition Revolver Agreement) shall continue under the Prepetition Revolver Agreement (which shall continue in full force and effect with respect to the Canadian Obligations) and the joint and several guarantee of the Canadian Obligations under the Canada Guaranty (as defined in the Prepetition Revolver Agreement) by the Borrower and each Guarantor shall remain in full force and effect, including with respect to Canadian Obligations arising after the Petition Date.

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granting the DIP ABL Credit Facilities and all obligations owing thereunder

and under the DIP ABL Documents to the DIP ABL Agent and DIP ABL Lenders (collectively, and including all “Obligations” as described in the DIP ABL Agreement, the “DIP ABL Obligations”) allowed superpriority administrative expense claim status in each of the Cases and any Successor Cases (as defined herein); (iv)

authorizing the Debtors to obtain senior secured postpetition financing on a

superpriority basis in the aggregate principal amount of up to $80,000,000 (the “DIP Term Loan Facility,” and the loans thereunder, the “DIP Term Loans,” and the DIP Term Loan Facility together with the DIP ABL Credit Facilities, the “DIP Facilities”) pursuant to the terms and conditions of that certain Debtor-in-Possession Term Loan Credit and Guarantee Agreement (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the “DIP Term Loan Agreement,” and together with the DIP ABL Agreement, the “DIP Agreements”), by and among the Borrower, the Guarantors, and Guggenheim Corporate Funding, LLC as administrative agent and collateral agent (the “DIP Term Loan Agent,” and, together with the DIP ABL Agent, the “DIP Agents”) for and on behalf of itself and the other lenders party thereto (collectively, including the DIP Term Loan Agent, the “DIP Term Loan Lenders,” and, together with the DIP ABL Lenders, the “DIP Lenders”), substantially in the form of Exhibit D, attached to the DIP Motion;3 (v)

authorizing the Debtors to execute and deliver the DIP Term Loan Agreement

and any other agreements and documents related thereto (collectively with the DIP Term Loan

Upon entry of the Final Order, all “Existing Tranche A Loans” (as defined in the Prepetition Term Loan Agreement referred to below) in the principal amount of $35 million and all accrued and unpaid interest thereon through the date thereof shall be fully-rolled into the DIP Term Loan Facility and shall constitute Term Loan DIP Obligations hereunder (such rolled-up portion, the “Roll-Up Term Loan DIP Obligations”). The holders of the Roll-Up Term Loan DIP Obligations shall be referred to herein as the “Roll-Up Lenders”.

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Agreement, the “DIP Term Loan Documents,” and together with the DIP ABL Documents, the “DIP Documents”), by and among the Borrower, the Guarantors, the DIP Term Loan Agent and the DIP Term Loan Collateral Agent, and to perform such other acts as may be necessary or desirable in connection with the DIP Term Loan Documents; (vi)

granting the DIP Term Loan Facility and all obligations owing thereunder and

under the DIP Term Loan Documents to the DIP Term Loan Agent and DIP Term Loan Lenders (collectively, and including all “Obligations” as described in the DIP Term Loan Agreement, the “DIP Term Loan Obligations,” and together with the DIP ABL Obligations, the “DIP Obligations”) allowed superpriority administrative expense claim status in each of the Cases and any Successor Cases (as defined herein); (vii)

granting to the DIP Agents, for the benefit of themselves and the DIP Lenders,

automatically perfected security interests in and liens on all of the DIP Collateral (as defined herein), including, without limitation, all property constituting “Cash Collateral” as defined in section 363(a) of the Bankruptcy Code, which liens shall be subject to the priorities set forth herein; (viii)

authorizing and directing the Debtors to pay the principal, interest, fees,

expenses and other amounts payable under the DIP Documents as such become due, including, without limitation, letter of credit fees (including issuance and other related charges), continuing commitment fees, closing fees, the Exit Fee (as such term is defined in the DIP Term Loan Agreement), audit fees, appraisal fees, liquidator fees, structuring fees, administrative agent’s fees, the reasonable fees and disbursements of the DIP Agents’ and the Roll-Up Lenders’ attorneys, advisors, accountants and other consultants, all to the extent provided in, and in accordance with, the DIP Documents;

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authorizing the Debtors to use the Prepetition Collateral, including the Cash

Collateral (each as defined below) of the Prepetition Revolver Parties under the Prepetition Revolver Documents and the Prepetition Term Loan Parties under the Prepetition Term Loan Documents (each as defined herein), and providing adequate protection to the Prepetition Revolver Parties and Prepetition Term Loan Parties for any diminution in value of their respective interests in the Prepetition Collateral (as defined herein), including the Cash Collateral; (x)

vacating and modifying the automatic stay imposed by section 362 of the

Bankruptcy Code to the extent necessary to implement and effectuate the terms and provisions of the DIP Documents and this Interim Order; and (xi)

scheduling a final hearing (the “Final Hearing”) to consider the relief requested

in the DIP Motion and approving the form of notice with respect to the Final Hearing. The Court having considered the DIP Motion, the exhibits attached thereto, the Declaration of Jeffrey Finger, the DIP Documents, the First Day Declaration, and the evidence submitted and argument made at the interim hearing held on [__], 2017 (the “Interim Hearing”); and notice of the Interim Hearing having been given in accordance with Bankruptcy Rules 2002, 4001(b), (c) and (d), and all applicable Local Rules; and the Interim Hearing having been held and concluded; and all objections, if any, to the interim relief requested in the DIP Motion having been withdrawn, resolved or overruled by the Court; and it appearing that approval of the interim relief requested in the DIP Motion is necessary to avoid immediate and irreparable harm to the Debtors and their estates pending the Final Hearing, and otherwise is fair and reasonable and in the best interests of the Debtors, their estates and all parties-in-interest, and is essential for the continued operation of the Debtors’ businesses and the preservation of the value of the

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Debtors’ assets; and it appearing that the Debtors’ entry into the DIP Agreements is a sound and prudent exercise of the Debtors’ business judgment; and after due deliberation and consideration, and good and sufficient cause appearing therefor; BASED UPON THE RECORD ESTABLISHED AT THE INTERIM HEARING, THE COURT MAKES THE FOLLOWING FINDINGS OF FACT AND CONCLUSIONS OF LAW:4 A.

Petition Date. On February 28, 2017 (the “Petition Date”), each of the

Debtors filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code with the United States Bankruptcy Court for the Southern District of New York (the “Court”). B.

Debtors in Possession. The Debtors have continued in the management

and operation of their businesses and properties as debtors in possession pursuant to sections 1107 and 1108 of the Bankruptcy Code. C.

Jurisdiction and Venue. This Court has jurisdiction over the Cases, the

DIP Motion and the parties and property affected hereby pursuant to 28 U.S.C. §§ 157 and 1334 and the Amended Standing Order of Reference from the United States District Court for the Southern District of New York, dated January 31, 2012. Venue for the Cases and proceedings on the DIP Motion is proper before this Court pursuant to 28 U.S.C. §§ 1408 and 1409. D.

Committee Formation. As of the date hereof, the United States Trustee

for the Southern District of New York (the “U.S. Trustee”) has not yet appointed an official committee of unsecured creditors in these Cases pursuant to section 1102 of the Bankruptcy

The findings and conclusions set forth herein constitute the Court’s findings of fact and conclusions of law pursuant to Bankruptcy Rule 7052, made applicable to this proceeding pursuant to Bankruptcy Rule 9014. To the extent that any of the following findings of fact constitute conclusions of law, they are adopted as such. To the extent any of the following conclusions of law constitute findings of fact, they are adopted as such.

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Code (a “Creditors’ Committee”). E.

Notice. Proper, timely, adequate, and sufficient notice of the Motion has

been provided in accordance with the Bankruptcy Code, the Bankruptcy Rules, and the Local Rules, and no other or further notice of the Motion with respect to the relief requested at the Interim Hearing or the entry of this Interim Order shall be required. F.

Debtors’ Stipulations.

After consultation with their attorneys and

financial advisors, and without prejudice to the rights of parties-in-interest as set forth in paragraph 43 herein, the Debtors, on their behalf and on behalf of their estates, admit, stipulate, acknowledge, and agree as follows (paragraphs F(i) through F(x) below are referred to herein, collectively, as the “Debtors’ Stipulations”): (i)

Prepetition Revolver Facility.

Pursuant to that certain Second

Amended and Restated Loan Agreement dated as of February 5, 2015 (as amended, restated, supplemented, or otherwise modified from time to time, the “Prepetition Revolver Agreement,” and collectively with any other agreements and documents executed or delivered in connection therewith, each as may be amended, restated, supplemented, or otherwise modified from time to time, the “Prepetition Revolver Documents”), among (a) the Borrower, (b) BCBG Max Azria Canada Inc. (the “Canadian Borrower” or “Canadian Debtor”), (c) the Guarantors, (d) Bank of America, N.A., as administrative agent (the “Prepetition Revolver Agent” and, through its Canada branch, the “Canadian Agent”), (e) Bank of America, N.A. and Wells Fargo Bank, N.A., each as a Co-Collateral Agent and (f) the lenders party thereto (including the Prepetition Revolver Agent, the Canadian Agent and the Co-Collateral Agents, the “Prepetition Revolver Lenders,” and collectively with the Prepetition Revolver Agent, the “Prepetition Revolver Parties”), the Prepetition Revolver Lenders provided revolving credit and other financial

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accommodations to, and issued letters of credit for the account of, the Borrower and the Canadian Borrower pursuant to the Prepetition Revolver Documents (the “Prepetition Revolver Facility”). The Borrower and Guarantors each jointly and severally guaranteed all obligations of the Canadian Borrower (the “Canadian Guaranty”) as described in the Prepetition Revolver Facility. The Prepetition Revolver Agreement is subject to, among other things, that certain Reservation of Rights dated June 14, 2016 and that certain Forbearance Agreement, dated as of February 14, 2017. (ii)

Prepetition Revolver Obligations.

The Prepetition Revolver

Facility provided the Borrower with, among other things, (x) $[_____] in aggregate Tranche A Revolver Commitments, including letters of credit and swingline loan commitments and (y) $[_____] in aggregate Tranche A-1 Revolver Commitments. As of the Petition Date, the aggregate principal amount of “Tranche A Revolver Loans” and a “Tranche A-1 Revolver Loans” outstanding under the Prepetition Revolver Facility was not less than $[_______], including: (a) not less than $[_______] with respect to “Tranche A Revolver Loans”, and (b) not less than $[_______] with respect to “Tranche A-1 Revolver Loans”, and the outstanding “LC Obligations” under the Prepetition Revolver Facility were not less than $[_______] (each as defined in the Prepetition Revolver Agreement) (collectively, together with accrued and unpaid interest, outstanding letters of credit and bankers’ acceptances, any reimbursement obligations (contingent or otherwise) in respect of letters of credit and bankers’ acceptances, any fees, expenses and disbursements (including, without limitation, attorneys’ fees, accountants’ fees, auditor fees, appraisers’ fees and financial advisors’ fees, and related expenses and disbursements), treasury, cash management, bank product and derivative obligations, indemnification obligations, guarantee obligations (including the Borrower’s and Guarantors’

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guarantee of the Canadian Borrower’s obligations under the Prepetition Revolver Facility), and other charges, amounts and costs of whatever nature owing, whether or not contingent, whenever arising, accrued, accruing, due, owing, or chargeable in respect of any of the Borrower’s and the Guarantors’ obligations pursuant to the Prepetition Revolver Documents, including all “Obligations” (but specifically (i) excluding the Canadian Obligations of the Canadian Debtor and (ii) including the obligations of the Borrower and the Guarantors in respect of their guarantee of the Canadian Obligations)) as defined in the Prepetition Revolver Agreement, the “Prepetition Revolver Obligations”). (iii)

Prepetition Revolver Liens and Prepetition Revolver Primary

Collateral. As more fully set forth in the Prepetition Revolver Documents, prior to the Petition Date, the Borrower and the Guarantors granted to the Prepetition Revolver Agent, for the benefit of itself and the Prepetition Revolver Parties, a security interest in and continuing lien on (the “Prepetition Revolver Liens”) substantially all of their assets and property, including, without limitation, (a) a first priority security interest in and continuing lien on the Revolving Credit Primary Collateral (as defined in that certain Intercreditor Agreement referred to below) (which, for the avoidance of doubt, includes Cash Collateral) and all proceeds, products, accessions, rents, and profits thereof, in each case whether then owned or existing or thereafter acquired or arising (collectively, the “Prepetition Revolver Primary Collateral”), and (b) a second priority security interest in and continuing lien on the Term Loan Primary Collateral (as defined in that certain Intercreditor Agreement referred to below) and proceeds and products of any of the foregoing (collectively, the “Prepetition Term Loan Primary Collateral,” and together with the Prepetition Revolver Primary Collateral, the “Prepetition Collateral”). In addition, as more fully set forth in the Prepetition Revolver Documents, prior to the Petition Date, the Canadian

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Borrower granted to the Canadian Agent, for the benefit of itself and the Prepetition Revolver Parties, a security interest in and continuing lien on substantially all of its assets and property (the “Canadian Liens”) to secure the “Canadian Obligations” (as defined in the Prepetition Revolver Agreement). (iv)

Prepetition Term Loan Facility.

Pursuant to that certain Fifth

Amended and Restated Credit and Guaranty Agreement dated as of August 12, 2016 (as amended, restated or otherwise modified from time to time, the “Prepetition Term Loan Agreement,” and collectively with any other agreements and documents executed or delivered in connection therewith, each as may be amended, restated, supplemented, or otherwise modified from time to time, the “Prepetition Term Loan Documents,” and together with the Prepetition Revolver Documents, the “Prepetition Documents”), among (a) the Borrower, (b) Guggenheim Corporate Funding, LLC, as agent (the “Prepetition Term Loan Agent,” and together with the Prepetition Revolver Agent, the “Prepetition Agents”), (c) the Guarantors and (d) the lenders party thereto (the “Prepetition Term Loan Lenders,” and collectively with the Prepetition Term Loan Agent, the “Prepetition Term Loan Parties,” and together with the Prepetition Revolver Parties, the “Prepetition Secured Parties”), the Prepetition Term Loan Lenders provided term loans to the Borrower (the “Prepetition Term Loan Facility,” and together with the Prepetition Revolver Facility, the “Prepetition Secured Facilities”). (v)

Prepetition Term Loan Obligations. The Prepetition Term Loan

Facility provided the Borrower with commitments to provide term loans in the aggregate principal amount of up to approximately $380,708,193. As of the Petition Date, the aggregate principal amount outstanding under the Prepetition Term Loan Facility was $[_______] (collectively, together with accrued and unpaid interest, any fees, expenses and disbursements

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(including, without limitation, attorneys’ fees, accountants’ fees, appraisers’ fees and financial advisors’ fees, and related expenses and disbursements), indemnification obligations, and other charges, amounts and costs of whatever nature owing, whether or not contingent, whenever arising, accrued, accruing, due, owing, or chargeable in respect of any of the Borrower’s and the Guarantors’ obligations pursuant to the Prepetition Term Loan Documents, including all “Obligations” as defined in the Prepetition Term Loan Agreement, the “Prepetition Term Loan Obligations,”5 and together with the Prepetition Revolver Obligations, the “Prepetition Secured Obligations”). (vi)

Prepetition Term Loan Liens and Prepetition Term Loan Primary

Collateral. As more fully set forth in the Prepetition Term Loan Documents, prior to the Petition Date, the Borrower and the Guarantors (collectively, the “Prepetition Term Loan Credit Parties”) granted to the Prepetition Term Loan Agent, for the benefit of itself and the Prepetition Term Loan Parties, a security interest in and continuing lien on (the “Prepetition Term Loan Liens,” and together with the Prepetition Revolver Liens, the “Prepetition Liens”) substantially all of their assets and property, including, without limitation, (a) a first priority security interest in and continuing lien on the Prepetition Term Loan Primary Collateral (subject to the priorities among the Prepetition Term Loan Lenders as set forth in the Prepetition Term Loan Documents), and (b) a second priority security interest in and continuing lien on the Prepetition Revolver Primary Collateral. (vii)

Priority of Prepetition Liens; Intercreditor Agreement.

The

Prepetition Revolver Agent, the Prepetition Term Loan Agent and others entered into that certain Fourth Amended and Restated Intercreditor Agreement dated as of February 5, 2015 (as 5

Following the roll-up of the Existing Tranche A Loans into the Roll-Up Term Loan DIP Obligations, the amount of the Prepetition Term Loan Obligations will be [______].

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supplemented by the Acknowledgement and Agreement to be dated as of the effective date of the DIP Facilities and as may be further amended, restated, supplemented, or otherwise modified in accordance with its terms, the “Intercreditor Agreement”) to govern the respective rights, interests, obligations, priority, and positions of the Prepetition Revolver Parties and the Prepetition Term Loan Parties with respect to the assets and properties of the Debtors and other obligors. Each of the Borrower and Guarantors under the Prepetition Documents acknowledged and agreed to the Intercreditor Agreement. (viii) Validity, Perfection and Priority of Prepetition Revolver Liens and Prepetition Revolver Obligations. The Debtors acknowledge and agree that as of the Petition Date (a) the Prepetition Revolver Liens on the Prepetition Collateral were valid, binding, enforceable, non-avoidable and properly perfected and were granted to, or for the benefit of, the Prepetition Revolver Parties for fair consideration and reasonably equivalent value; (b) the Prepetition Revolver Liens were senior in priority over any and all other liens on the Prepetition Collateral, subject only to (1) the Prepetition Term Loan Liens on the Prepetition Term Loan Primary Collateral, and (2) certain liens otherwise permitted by the Prepetition Revolver Documents (solely to the extent any such permitted liens were valid, properly perfected, nonavoidable and senior in priority to the Prepetition Revolver Liens as of the Petition Date, the “Prepetition Revolver Permitted Prior Liens”); (c) the Prepetition Revolver Obligations constitute legal, valid, binding, and non-avoidable obligations of the Debtors enforceable in accordance with the terms of the applicable Prepetition Revolver Documents; (d) no offsets, challenges, objections, defenses, claims or counterclaims of any kind or nature to any of the Prepetition Revolver Liens or Prepetition Revolver Obligations exist, and no portion of the Prepetition Revolver Liens or Prepetition Revolver Obligations is subject to any challenge or

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defense including, without limitation, avoidance, disallowance, disgorgement, recharacterization, or subordination (equitable or otherwise) pursuant to the Bankruptcy Code or applicable nonbankruptcy law; (e) the Debtors and their estates have no claims, objections, challenges, causes of action, and/or choses in action, including without limitation, avoidance claims under Chapter 5 of the Bankruptcy Code or applicable state law equivalents or actions for recovery or disgorgement, against any of the Prepetition Revolver Parties or any of their respective affiliates, agents, attorneys, advisors, professionals, officers, directors and employees arising out of, based upon or related to the Prepetition Revolver Facility; (g) the Debtors have waived, discharged, and released any right to challenge any of the Prepetition Revolver Obligations, the priority of the Debtors’ obligations thereunder, and the validity, extent, and priority of the liens securing the Prepetition Revolver Obligations; and (h) the Prepetition Revolver Obligations constitute allowed, secured claims within the meaning of sections 502 and 506 of the Bankruptcy Code. (ix)

Validity, Perfection and Priority of Prepetition Term Loan Liens

and Prepetition Term Loan Obligations. The Debtors further acknowledge and agree that, as of the Petition Date, the Prepetition Term Loan Liens were junior and subordinate to the Prepetition Revolver Liens on the Prepetition Revolver Primary Collateral and otherwise had priority over any and all other liens on the Prepetition Term Loan Primary Collateral, subject only to certain liens otherwise permitted by the Prepetition Term Loan Documents (solely to the extent any such permitted liens were valid, properly perfected, non-avoidable and senior in priority to the Prepetition Term Loan Liens as of the Petition Date, the “Prepetition Term Loan Permitted Prior Liens,” and together with the Prepetition Revolver Permitted Prior Liens, the “Permitted Prior

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Liens”).6 Subject to entry of a Final Order, the Debtors further acknowledge and agree that as of the Petition Date (a) the Prepetition Term Loan Liens on the Prepetition Collateral were valid, binding, enforceable, non-avoidable and properly perfected and were granted to, or for the benefit of, the Prepetition Term Loan Parties for fair consideration and reasonably equivalent value; (b) the Prepetition Term Loan Obligations constitute legal, valid, binding, and nonavoidable obligations of the Debtors enforceable in accordance with the terms of the applicable Prepetition Term Loan Documents; (c) no offsets, challenges, objections, defenses, claims or counterclaims of any kind or nature to any of the Prepetition Term Loan Liens or Prepetition Term Loan Obligations exist, and no portion of the Prepetition Term Loan Liens or Prepetition Term Loan Obligations is subject to any challenge or defense including, without limitation, avoidance, disallowance, disgorgement, recharacterization, or subordination (equitable or otherwise) pursuant to the Bankruptcy Code or applicable non-bankruptcy law; (d) the Debtors and their estates have no claims, objections, challenges, causes of action, and/or choses in action, including without limitation, avoidance claims under Chapter 5 of the Bankruptcy Code or applicable state law equivalents or actions for recovery or disgorgement, against any of the Prepetition Term Loan Parties, or any of their respective affiliates, agents, attorneys, advisors, professionals, officers, directors and employees arising out of, based upon or related to the Prepetition Term Loan Facilities; (g) the Debtors have waived, discharged, and released any right to challenge any of the Prepetition Term Loan Obligations, the priority of the Debtors’

Nothing herein shall constitute a finding or ruling by this Court that any such Permitted Prior Lien is valid, senior, enforceable, prior, perfected or non-avoidable. Moreover, nothing shall prejudice the rights of any party-in-interest, including, but not limited to the Debtors, the DIP Agents, the Prepetition Revolver Parties, the Prepetition Term Loan Parties, or a Creditors’ Committee (if appointed), to challenge the validity, priority, enforceability, seniority, avoidability, perfection or extent of any alleged Permitted Prior Lien and/or security interests. The right of a seller of goods to reclaim such goods under section 546(c) of the Bankruptcy Code is not a Permitted Prior Lien and is expressly subject to the Prepetition Liens and DIP Liens.

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obligations thereunder, and the validity, extent, and priority of the liens securing the Prepetition Term Loan Obligations; and (h) the Prepetition Term Loan Obligations constitute allowed, secured claims within the meaning of sections 502 and 506 of the Bankruptcy Code. (x)

Default by the Debtors. The Debtors acknowledge and stipulate

that the Debtors have been and are in default of their obligations under the Prepetition Revolver Documents and the Prepetition Term Loan Documents and that as of the Petition Date interest was accruing on the Prepetition Revolver Obligations at the default rate and on the Prepetition Term Loan Obligations at the non-default rate. G.

Cash Collateral. All of the Debtorsâ&#x20AC;&#x2122; cash, including any cash in deposit

accounts of the Debtors, wherever located, constitutes Cash Collateral of the Prepetition Revolver Parties and Prepetition Term Loan Parties. H.

Intercreditor Agreement. Pursuant to section 510 of the Bankruptcy

Code, the Intercreditor Agreement and any other intercreditor agreement or subordination agreement between and/or among any Prepetition Revolver Party, any Prepetition Term Loan Party, any Debtor or affiliate thereof, and any other applicable intercreditor or subordination provisions contained in any of the Prepetition Documents (i) shall remain in full force and effect, (ii) shall continue to govern the relative priorities, rights and remedies of the Prepetition Revolver Parties and the Prepetition Term Loan Parties (including the relative priorities, rights and remedies of such parties with respect to the replacement liens and administrative expense claims and superpriority administrative expense claims granted, or amounts payable, by the Debtors under this Interim Order or otherwise and the modification of the automatic stay), and (iii) shall not be deemed to be amended, altered or modified by the terms of this Interim Order or the DIP Documents, unless expressly set forth herein. The DIP ABL Credit Facilities are a

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“Refinancing” of the Prepetition Revolver Facility as that term is used in the Intercreditor Agreement, and any repayment of the Prepetition Revolver Obligations pursuant to this Interim Order shall not be deemed to constitute a “discharge” of Prepetition Revolver Obligations. The DIP Term Loan Facility is a “Refinancing” in part of the Prepetition Term Loan Facility as that term is used in the Intercreditor Agreement, and any repayment of the Prepetition Term Loan Obligations pursuant to this Interim Order shall not be deemed to constitute a “discharge” of Prepetition Term Loan Obligations. I.

Findings Regarding Postpetition Financing (i)

Request for Postpetition Financing. The Debtors seek authority to

(a) enter into the DIP Facilities on the terms described herein and in the DIP Documents, and (b) use Cash Collateral on the terms described herein to administer their Cases and fund their operations.

At the Final Hearing, the Debtors will seek final approval of the proposed

postpetition financing and use of Cash Collateral arrangements pursuant to a proposed final order (the “Final Order”), which shall be in form and substance acceptable to the DIP Agents and the Roll-Up Lenders. Notice of the Final Hearing and Final Order will be provided in accordance with this Interim Order. (ii)

Priming of the Prepetition Liens. The priming of the Prepetition

Revolver Liens of the Prepetition Revolver Parties on the Prepetition Collateral and the priming of the Prepetition Term Loan Liens of the Prepetition Term Loan Parties on the Prepetition Collateral under section 364(d) of the Bankruptcy Code, as contemplated by the DIP Facilities and as further described below, will enable the Debtors to obtain the DIP Facilities and to continue to operate their businesses to the benefit of their estates and creditors. The Prepetition Revolver Parties and the Prepetition Term Loan Parties are each entitled to receive adequate

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protection as set forth in this Interim Order pursuant to sections 361, 363, and 364 of the Bankruptcy Code, for any diminution in value (â&#x20AC;&#x153;Diminution in Valueâ&#x20AC;?) of each of their respective interests in the Prepetition Collateral (including Cash Collateral). (iii)

Need for Postpetition Financing and Use of Cash Collateral. The

Debtors have an immediate and critical need to use Cash Collateral on an interim basis and to obtain credit on an interim basis pursuant to the DIP Facilities in order to, among other things, enable the orderly continuation of their operations and to administer and preserve the value of their estates. The ability of the Debtors to maintain business relationships with their vendors, suppliers and customers, to pay their employees and otherwise finance their operations requires the availability of working capital from the DIP Facilities and the use of Cash Collateral, the absence of either of which would immediately and irreparably harm the Debtors, their estates, and parties-in-interest. The Debtors do not have sufficient available sources of working capital and financing to operate their businesses or maintain their properties in the ordinary course of business without the DIP Facilities and authorized use of Cash Collateral. (iv)

No Credit Available on More Favorable Terms.

Given their

current financial condition, financing arrangements, and capital structure, the Debtors have been and continue to be unable to obtain financing from sources other than the DIP Lenders on terms more favorable than the DIP Facilities. The Debtors are unable to obtain unsecured credit allowable under Bankruptcy Code section 503(b)(1) as an administrative expense. The Debtors have also been unable to obtain: (a) unsecured credit having priority over that of administrative expenses of the kind specified in sections 503(b), 507(a) and 507(b) of the Bankruptcy Code; (b) credit secured solely by a lien on property of the Debtors and their estates that is not otherwise subject to a lien; or (c) credit secured solely by a junior lien on property of the Debtors

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and their estates that is subject to a lien. Financing on a postpetition basis is not otherwise available without granting the DIP Agents, for the benefit of themselves and the DIP Lenders: (1) perfected security interests in and liens on (each as provided herein) all of the Debtors’ existing and after-acquired assets with the priorities set forth in paragraph 6 hereof, (2) superpriority claims and liens, and (3) the other protections set forth in this Interim Order. (v)

Use of proceeds of the DIP Facilities. As a condition to entry into

the DIP Agreements, the extension of credit under the DIP Facilities and the authorization to use Cash Collateral, the DIP Agents, the DIP Lenders, and the Prepetition Secured Parties require, and the Debtors have agreed, that proceeds of the DIP Facilities shall be used, in each case in a manner consistent with the terms and conditions of this Interim Order and the DIP Documents and in accordance with the budget (as the same may be modified from time to time consistent with the terms of the DIP Documents and subject to such variances as permitted in the DIP Agreements, and as set forth in paragraph 20 hereof, the “Budget”), solely for: (a) working capital and letters of credit, (b) other general corporate purposes of the Debtors; (c) permitted payment of costs of administration of the Cases; (d) payment of such prepetition expenses as consented to by the DIP Agents and the Roll-Up Lenders, each in its sole discretion, and as approved by the Court; (e) payment of interest, fees and expenses (including without limitation, legal and other professionals’ fees and expenses of the DIP Agents and the Roll-Up Lenders) owed under the DIP Documents; (f) payment of certain adequate protection amounts to the Prepetition Revolver Parties and the Prepetition Term Loan Parties, as set forth in paragraph 16 hereof; (g) the reduction of the Prepetition Revolver Obligations, subject to the rights preserved in paragraph 43 of this Interim Order; (h) payment by the DIP Term Loan Lenders to the Prepetition Revolver Agent of an amount, not to exceed $5,000,000, sufficient to re-establish the

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Availability Block to an amount equal to $12,5000,000; (i) payment (from proceeds of Prepetition Revolver Primary Collateral) on account of the Debtors’ guarantee of the “Canadian Obligations” (as described in the Prepetition Revolver Facility); and (j) payment of the Carve Out, provided that payment of the Carve Out shall not be subject to the Budget but shall be made in accordance with paragraph 40 below. The reduction of the Prepetition Revolver Obligations from the net proceeds of DIP Collateral in accordance with this Interim Order is necessary as the Prepetition Revolver Parties have not otherwise consented to the use of their Cash Collateral or the subordination of their liens to the DIP Liens, and the DIP ABL Agent and the DIP ABL Lenders will not otherwise consent to providing the DIP ABL Credit Facilities and extending credit to the Debtors thereunder. In addition, payments to reduce the Prepetition Revolver Obligations will result in an interest savings to the Debtors and their estates and, because they are subject to the reservation of rights in paragraph 43 below, will not prejudice the rights of any party in interest. (vi)

Application of Proceeds of Collateral. As a condition to entry into

the DIP Agreements, the extension of credit under the DIP Facilities and authorization to use Cash Collateral, the Debtors, the DIP Agents, the DIP Lenders, the Prepetition Revolver Agent, the Prepetition Revolver Lenders, the Prepetition Term Loan Agent and the Prepetition Term Loan Lenders have agreed that as of and commencing on the date of the Interim Hearing, the Debtors shall apply the proceeds of DIP Collateral in accordance with this Interim Order. (vii)

Canadian Parallel Proceeding. Substantially contemporaneously

with the filing of the Cases, the Canadian Debtor has commenced a proceeding (the “Canadian Case”) under Part III, Division I of the Bankruptcy and Insolvency Act (Canada) (the “BIA”) before the Superior Court of Quebec (Commercial Division) (the “Canadian Court”) in order to

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complete the orderly wind-down of the Canadian Debtor and the liquidation of the assets of the Canadian Debtor, substantially all of which are subject to the Canadian Liens securing “Canadian Obligations” (as defined in the Prepetition Revolver Agreement). In connection with the Canadian Case, the Debtors and the Canadian Debtor have entered into that certain Canadian Forbearance Agreement (the “Canadian Forbearance Agreement”) providing, among other things, for the Prepetition Revolver Agent and Prepetition Revolver Lenders to forbear from exercise of remedies against the Canadian Debtor notwithstanding the existence and continuation of defaults under the Prepetition Revolver Facility. The Canadian Forbearance Agreement provides a material benefit to the Debtors in that it permits the orderly wind-down of the Canadian Debtor and the use of proceeds from the liquidation of the Canadian Debtor’s assets to reduce the obligations of the Debtors to the Prepetition Lenders under the Canadian Guaranty, all of which obligations are secured by the Prepetition Collateral. (viii) Roll Up. Subject to the proviso at the end of paragraph 4, and subject to entry of a Final Order, the roll-up of the Existing Tranche A Loans into the Roll-Up Term Loan DIP Obligations shall be authorized as compensation for, in consideration for, and solely on account of, the agreement of such Existing Tranche A Lenders to fund amounts under the DIP Term Loan Facility and not as payments under, adequate protection for, or otherwise on account of, Prepetition Term Loan Obligations. J.

Adequate Protection. The Prepetition Revolver Agent, for the benefit of

itself and the Prepetition Revolver Parties, and the Prepetition Term Loan Agent, for the benefit of itself and the Prepetition Term Loan Parties, are each entitled to receive adequate protection to the extent of any Diminution in Value of their respective interests in the Prepetition Collateral. Pursuant to sections 361, 363 and 507(b) of the Bankruptcy Code, as adequate protection: (i) the

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Prepetition Revolver Parties will receive (a) adequate protection liens and superpriority claims, as more fully set forth in paragraphs 11-14 herein, (b) current payment of interest, fees and expenses (including without limitation, legal and other professionals’ fees and expenses of the Prepetition Revolver Agent and Prepetition Revolver Lenders whether arising before or after the Petition Date), and (c) payments in the amount of principal due under the Prepetition Revolver Agreement, consistent with paragraph 15, herein; and (ii) the Prepetition Term Loan Parties will receive (a) adequate protection liens and superpriority claims, as more fully set forth in paragraphs 11-14 herein, and (b) current payment of expenses (including without limitation, legal and other professionals’ fees and expenses of the Prepetition Term Loan Agent and the Prepetition Term Loan Lenders whether arising before or after the Petition Date). K.

Sections 506(c) and 552(b). In light of (i) the DIP Agents’ and DIP

Lenders’ agreement that their liens and superpriority claims shall be subject to the Carve Out Priority Scheme; (ii) the Prepetition Revolver Parties’ agreement that their liens shall be subject to the Carve Out Priority Scheme and subordinate to the DIP ABL Liens and, in the case of the Prepetition Term Loan Primary Collateral, subordinate to the DIP Term Loan Liens; and (iv) the Prepetition Term Loan Parties’ agreement that their liens shall be subject to the Carve Out Priority Scheme and subordinate to the DIP Term Loan Liens and, in the case of the Revolving Credit Primary Collateral, subordinate to the DIP ABL Liens, (a) subject to entry of a Final Order, the Prepetition Revolver Parties and Prepetition Term Loan Parties are each entitled to a waiver of any “equities of the case” exception under section 552(b) of the Bankruptcy Code, and (b) subject to entry of a Final Order, the DIP Agents, DIP Lenders, Prepetition Revolver Parties and Prepetition Term Loan Parties are each entitled to a waiver of the provisions of section 506(c) of the Bankruptcy Code.

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Good Faith of the DIP Agents and DIP Lenders. (i)

Willingness to Provide Financing.

The DIP Lenders have

indicated a willingness to provide financing to the Debtors subject to: (a) entry of this Interim Order and the Final Order; (b) approval of the terms and conditions of the DIP Facilities and the DIP Documents; (c) satisfaction of the closing conditions set forth in the DIP Documents; (d) entry of an initial order (the “Initial Order”) by the Canadian Court, in a form satisfactory to the DIP ABL Agent, commencing the Canadian Case and providing for the intercompany charges and claims as set forth herein and in the DIP Documents, and (d) findings by this Court that the DIP Financing is essential to the Debtors’ estates, that the DIP Agents and DIP Lenders are extending credit to the Debtors pursuant to the DIP Documents in good faith, and that the DIP Agents’ and DIP Lenders’ claims, superpriority claims, security interests and liens and other protections granted pursuant to this Interim Order and the DIP Documents will have the protections provided by section 364(e) of the Bankruptcy Code. (ii)

Business Judgment and Good Faith Pursuant to Section 364(e).

The terms and conditions of the DIP Facilities and the DIP Documents, and the fees paid and to be paid thereunder, are fair, reasonable, and the best available to the Debtors under the circumstances, are ordinary and appropriate for secured financing to debtors in possession, reflect the Debtors’ exercise of prudent business judgment consistent with their fiduciary duties, and are supported by reasonably equivalent value and consideration. The terms and conditions of the DIP Facilities and the use of Cash Collateral were negotiated in good faith and at arms’ length among the Debtors, DIP Agents, DIP Lenders, Prepetition Revolver Parties and Prepetition Term Loan Parties, with the assistance and counsel of their respective advisors. Use of Cash Collateral and credit to be extended under the DIP Facilities shall be deemed to have

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been allowed, advanced, made, or extended in good faith by the DIP Agents, DIP Lenders, Prepetition Revolver Parties, and Prepetition Term Loan Parties within the meaning of section 364(e) of the Bankruptcy Code. M.

Immediate Entry. Sufficient cause exists for immediate entry of this

Order pursuant to Bankruptcy Rule 4001(c)(2). N.

Interim Hearing. Notice of the Interim Hearing and the relief requested

in the DIP Motion has been provided by the Debtors, whether by facsimile, electronic mail, overnight courier or hand delivery, to certain parties-in-interest, including: (i) the U.S. Trustee, (ii) those entities or individuals included on the Debtorsâ&#x20AC;&#x2122; list of 50 largest unsecured creditors on a consolidated basis, (iii) counsel to the Prepetition Revolver Agent, (iv) counsel to the Prepetition Term Loan Agent and Tranche B Lenders (as defined in the Prepetition Term Loan Agreement); (v) counsel to the Existing Tranche A Lenders; and (vi) all other parties entitled to notice under the Local Rules. The Debtors have made reasonable efforts to afford the best notice possible under the circumstances and no other notice is required in connection with the relief set forth in this Interim Order. Based upon the foregoing findings and conclusions, the DIP Motion and the record before the Court with respect to the DIP Motion, and after due consideration and good and sufficient cause appearing therefor, IT IS HEREBY ORDERED that: 1.

Interim Financing Approved. The DIP Motion is granted, the Interim

Financing (as defined herein) is authorized and approved, and the use of Cash Collateral on an interim basis is authorized, subject to the terms and conditions set forth in this Interim Order. All objections to this Interim Order to the extent not withdrawn, waived, settled or resolved are

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hereby denied and overruled. DIP Facilities Authorization 2.

Authorization of the DIP Financing. The Interim Financing is hereby

approved. The Debtors are expressly and immediately authorized and empowered to execute and deliver the DIP Documents, and to incur and to perform the DIP Obligations in accordance with, and subject to, the terms of this Interim Order and the DIP Documents, and to deliver all instruments, certificates, agreements, and documents which may be required or necessary for the performance by the Debtors under the DIP Facilities and the creation and perfection of the DIP Liens (as defined herein) described in and provided for by this Interim Order and the DIP Documents, including, without limitation, each Guarantor providing its joint and several guarantee of all of the DIP Obligations. The Debtors are hereby authorized and directed to pay, in accordance with this Interim Order, the principal, interest, fees, expenses and other amounts described in the DIP Documents and all other documents comprising the DIP Facilities as such become due and without need to obtain further Court approval, including, without limitation, closing fees, the Exit Fee (as such term is defined in the DIP Term Loan Agreement), letter of credit fees (including issuance, fronting, and other related charges), unused facility fees, continuing commitment fees, servicing fees, audit fees, appraisal fees, liquidator fees, structuring fees, administrative agentâ&#x20AC;&#x2122;s fees, the reasonable fees and disbursements of the DIP Agentsâ&#x20AC;&#x2122; and Roll-Up Lendersâ&#x20AC;&#x2122; attorneys, advisors, accounts, and other consultants, whether or not such fees arose before or after the Petition Date, and whether or not the transactions contemplated hereby are consummated, to implement all applicable reserves and to take any other actions that may be necessary or appropriate, all to the extent provided in this Interim Order or the DIP Documents. All collections and proceeds, whether from ordinary course collections, asset sales, debt or 24

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equity issuances, insurance recoveries, condemnations or otherwise, will be deposited and applied as required by this Interim Order and the DIP Documents. Upon execution and delivery, the DIP Documents shall represent valid and binding obligations of the Debtors, enforceable against each of the Debtors and their estates in accordance with their terms. The Debtors’ joint and several guarantee of the Canadian Obligations under the Canada Guaranty (as defined in the Prepetition Revolver Agreement) is and shall remain in full force and effect, including with respect to any and all Canadian Obligations arising after the Petition Date. 3.

Authorization to Borrow. In order to prevent immediate and irreparable

harm to the Debtors’ estates, from the entry of this Interim Order through and including the earliest to occur of (i) entry of the Final Order or (ii) the Termination Declaration, and subject to the terms, conditions, limitations on availability and reserves set forth in the DIP Documents and this Interim Order, the Debtors are hereby authorized to request extensions of credit (in the form of loans and letters of credit) up to an aggregate outstanding principal amount of not greater than $77,500,000 at any one time outstanding under the DIP ABL Credit Facilities, and $15,000,000 at any one time outstanding under the DIP Term Loan Credit Facility, including up to $5,000,000 to be used for the Fabric Purchases (as defined in the DIP Term Loan Agreement) (collectively, the “Interim Financing”). 4.

DIP Obligations.

The DIP Documents and this Interim Order shall

constitute and evidence the validity and binding effect of the Debtors’ DIP Obligations, which DIP Obligations shall be enforceable against the Debtors, their estates and any successors thereto, including without limitation, any trustee appointed in the Cases, or in any case under Chapter 7 of the Bankruptcy Code upon the conversation of any of the Cases, or in any other proceedings superseding or related to any of the foregoing (collectively, the “Successor Cases”).

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Upon entry of this Interim Order, the DIP Obligations will include all loans, letter of credit reimbursement obligations, and any other indebtedness or obligations, contingent or absolute, which may now or from time to time be owing by any of the Debtors to the DIP Agents or any of the DIP Lenders, under the DIP Documents or this Interim Order, including, without limitation, all principal, accrued interest, costs, fees, expenses and other amounts under the DIP Documents. Upon entry of this Interim Order, all letters of credit issued for the account of the Debtors under the Prepetition Revolver Agreement shall continue in place and all obligations under or in connection with such letters of credit shall be subject to the DIP ABL Agreement and shall constitute DIP ABL Obligations. The Debtors shall be jointly and severally liable for the DIP Obligations. Without limiting the foregoing, the DIP ABL Obligations shall include (i) cash management and bank product exposure and (ii) the joint and several guarantee of the Canadian Obligations (as defined in the Prepetition Revolver Agreement) by the Borrower and each Guarantor, including with respect to all Canadian Obligations arising after the Petition Date. The DIP Obligations shall be due and payable, without notice or demand, and the use of Cash Collateral shall automatically cease on the DIP Termination Date (as defined herein), except as provided in paragraph 31 herein. No obligation, payment, transfer, or grant of collateral security hereunder or under the DIP Documents (including any DIP Obligation or DIP Liens (as defined below), and including in connection with any adequate protection provided to the Prepetition Secured Parties hereunder) shall be stayed, restrained, voidable, avoidable, or recoverable, under the Bankruptcy Code or under any applicable law (including, without limitation, under sections 502(d), 544, and 547 to 550 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act, or similar statute or common law), or subject to any avoidance, reduction, setoff, recoupment, offset, recharacterization,

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subordination (whether equitable, contractual, or otherwise), counterclaim, cross-claim, defense, or any other challenge under the Bankruptcy Code or any applicable law or regulation by any person or entity. 5.

DIP Liens. In order to secure the DIP Obligations, effective immediately

upon entry of this Interim Order, pursuant to sections 361, 362, 364(c)(2), 364(c)(3), and 364(d) of the Bankruptcy Code, the DIP Agents, for the benefit of themselves and the DIP Lenders, are hereby granted, continuing, valid, binding, enforceable, non-avoidable, and automatically and properly perfected postpetition security interests in and liens on (collectively, the “DIP Liens”) all real and personal property, whether now existing or hereafter arising and wherever located, tangible and intangible, of each of the Debtors (the “DIP Collateral”), including without limitation: (a) all cash, cash equivalents, deposit accounts, securities accounts, accounts, other receivables (including credit card receivables), chattel paper, contract rights, inventory (wherever located), instruments, documents, securities (whether or not marketable) and investment property (including, without limitation, all of the issued and outstanding capital stock of each of its subsidiaries), furniture, fixtures, equipment, goods, franchise rights, trade names, trademarks, servicemarks, copyrights, patents, intellectual property, general intangibles, rights to the payment of money (including, without limitation, tax refunds and any other extraordinary payments), contract rights, supporting obligations, guarantees, letter of credit rights, commercial tort claims, causes of action and all substitutions, books and records related to the foregoing, accessions and proceeds of the foregoing, wherever located, including insurance or other proceeds, (b) all owned real property interests and all proceeds of leased real property, (c) the proceeds of any avoidance actions brought pursuant to section 549 of the Bankruptcy Code to recover any post-petition transfer of DIP Collateral and, upon entry of a Final Order, proceeds of avoidance actions

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brought pursuant to sections 547 or 548 of the Bankruptcy Code and (d) subject to entry of a Final Order, the Debtors’ rights under section 506(c) of the Bankruptcy Code and the proceeds thereof and including all DIP Collateral that was not otherwise subject to valid, perfected, enforceable and unavoidable liens on the Petition Date. Notwithstanding the foregoing, DIP Collateral shall not include any of the outstanding Equity Interests of (i) International Holdings, (ii) any Disregarded Domestic Subsidiary or (iii) a CFC, in each case, in excess of (X) 66% of the voting power of all classes of Equity Interests of International Holdings or such Disregarded Domestic Subsidiary entitled to vote and (Y) in the case of any CFC, 66% of the Equity Interests entitled to vote owned by the Obligors in the aggregate; provided that (A) the exclusion in clause (iii) above shall not apply to any CFC that for federal income tax purposes is treated as a disregarded entity directly owned by a Disregarded Domestic Subsidiary if such CFC has no direct or indirect interest in other foreign entities other than entities that are also treated as disregarded for federal income tax purposes and (B) immediately upon the amendment of the Internal Revenue Code to allow the pledge of a greater percentage of the voting power of Equity Interests in International Holdings, any such Disregarded Domestic Subsidiary or CFC without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests of International Holdings, any such Disregarded Domestic Subsidiary and each CFC (terms used in this sentence without definition shall have the meanings given to such terms in the DIP Agreements). DIP Collateral that is of a type that would be Revolving Credit Primary Collateral (as defined the Intercreditor Agreement) and the proceeds and products thereof shall constitute “DIP Revolver Primary Collateral”, and DIP Collateral (a) that is of a type that would be Term Loan Primary Collateral (as defined in the Intercreditor Agreement)and the proceeds and products thereof and (b) the DIP

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Term Loan Cash Collateral Account (as defined below) shall constitute “DIP Term Loan Primary Collateral.” Notwithstanding anything to the contrary contained herein, the DIP ABL Agent shall not have a perfected postpetition security interests in and lien on the DIP Term Loan Cash Collateral Account. 6.

DIP Lien Priority. The DIP Liens securing the DIP ABL Obligations (the

“DIP ABL Liens”) are valid, automatically perfected, non-avoidable, senior in priority and superior to any security, mortgage, collateral interest, lien or claim to any of the DIP Collateral, except that the DIP ABL Liens shall be subject to the Carve Out Priority Scheme and shall otherwise be junior only to: (i) as to the DIP ABL Primary Collateral, Permitted Prior Liens; and (ii) as to the DIP Term Loan Primary Collateral, (A) Permitted Prior Liens; (B) the DIP Term Loan Liens (as defined herein); (C) the Prepetition Term Loan Liens; and (D) the Prepetition Term Loan Adequate Protection Liens. The DIP Liens securing the DIP Term Loan Obligations (the “DIP Term Loan Liens”) are valid, automatically perfected, non-avoidable, senior in priority and superior to any security, mortgage, collateral interest, lien or claim to any of the DIP Collateral, except that the DIP Term Loan Liens shall be subject to the Carve Out Priority Scheme and shall otherwise be junior only to: (i) as to the DIP Term Loan Primary Collateral, Permitted Prior Liens; and (ii) as to the DIP ABL Primary Collateral, (A) Permitted Prior Liens; (B) the DIP ABL Liens; (C) the Prepetition Revolver Liens; and (D) the Prepetition Revolver Adequate Protection Liens. Other than as set forth herein or in the DIP Documents, the DIP Liens shall not be made subject to or pari passu with any lien or security interest heretofore or hereinafter granted in the Cases or any Successor Cases, and shall be valid and enforceable against any trustee appointed in the Cases or any Successor Cases, upon the conversion of any of the Cases to a case under Chapter 7 of the Bankruptcy Code (or in any other Successor Case),

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and/or upon the dismissal of any of the Cases or Successor Cases. The DIP Liens shall not be subject to section 510, 549 or 550 of the Bankruptcy Code. No lien or interest avoided and preserved for the benefit of the estate pursuant to section 551 of the Bankruptcy Code shall be pari passu with or senior to the DIP Liens. 7.

Superpriority Claims. Upon entry of this Interim Order, the DIP Agents

and DIP Lenders are hereby granted, pursuant to Section 364(c)(1) of the Bankruptcy Code, allowed superpriority administrative expense claims in each of the Cases and any Successor Cases (collectively, the “DIP Superpriority Claims”) for all DIP Obligations: (a) except as set forth herein, with priority over any and all administrative expense claims and unsecured claims against the Debtors or their estates in any of the Cases and any Successor Cases, at any time existing or arising, of any kind or nature whatsoever, including, without limitation, administrative expenses of the kinds specified in or ordered pursuant to Bankruptcy Code Sections 105, 326, 328, 330, 331, 364, 503(a), 503(b), 507(a), 507(b), 546(c), 546(d), 726, 1113 and 1114, and any other provision of the Bankruptcy Code, as provided under Section 364(c)(1) of the Bankruptcy Code; and (b) which shall at all times be senior to the rights of the Debtors and their estates, and any successor trustee or other estate representative to the extent permitted by law. Notwithstanding the foregoing, the DIP Superpriority Claims shall be subject to the Carve Out Priority Scheme. 8.

No Obligation to Extend Credit. Except as required to fund the Carve Out

as set forth in paragraph 40, the DIP Agents and DIP Lenders shall have no obligation to make any loan or advance, or to issue, amend, renew or extend any letters of credit or bankers’ acceptance under the DIP Documents, unless all of the conditions precedent to the making of such extension of credit or the issuance, amendment, renewal or extension of such letter of credit

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or bankers’ acceptance under the DIP Documents and this Interim Order have been satisfied in full or waived by the DIP ABL Agent, DIP Term Loan Agent or the Roll-Up Lenders, as applicable, each in its sole discretion, and in accordance with the terms of the DIP ABL Agreement and the DIP Term Loan Agreement. 9.

Use of Proceeds of DIP Facilities. From and after the Petition Date, the

Debtors shall use advances of credit under the DIP Facilities, in accordance with the Budget, only for the purposes specifically set forth in this Interim Order and the DIP Documents, and in compliance with the terms and conditions in this Interim Order and the DIP Documents, unless otherwise ordered by the Court. Authorization to Use Cash Collateral 10.

Authorization to Use Cash Collateral. Subject to the terms and conditions

of this Interim Order, the DIP Facilities and the DIP Documents and in accordance with the Budget, the Debtors are authorized to use Cash Collateral until the DIP Termination Date (as defined herein); provided, however, that during the Remedies Notice Period (as defined herein) the Debtors may use Cash Collateral in accordance with the terms and provisions of the Budget solely to meet payroll obligations and pay expenses critical the administration of the Debtors’ estates in accordance with the Budget, and as otherwise agreed by the DIP Agents in their sole discretion. Nothing in this Interim Order shall authorize the disposition of any assets of the Debtors or their estates outside the ordinary course of business, or any Debtor’s use of any Cash Collateral or other proceeds resulting therefrom, except as permitted in this Interim Order, the DIP Facilities, the DIP Documents, and in accordance with the Budget. 11.

Adequate Protection Liens. (i)

Prepetition Revolver Adequate Protection Liens. 31

Pursuant to

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Sections 361, 363(e) and 364(d) of the Bankruptcy Code, as adequate protection of the interests of the Prepetition Revolver Parties in the Prepetition Collateral against any Diminution in Value of such interests in the Prepetition Collateral, the Debtors hereby grant to the Prepetition Revolver Agent, for the benefit of itself and the Prepetition Revolver Parties, continuing valid, binding, enforceable and perfected postpetition security interests in and liens on the DIP Collateral (the “Prepetition Revolver Adequate Protection Liens”); provided that to the extent that any lease prohibits the granting of a lien thereon, or otherwise prohibits hypothecation of the leasehold interest, then in such event the Prepetition Revolver Agent shall be granted a Prepetition Revolver Adequate Protection Lien only upon entry of the Final Order. (ii)

Prepetition Term Loan Adequate Protection Liens. Pursuant to

Sections 361, 363(e) and 364(d) of the Bankruptcy Code, as adequate protection of the interests of the Prepetition Term Loan Parties in the Prepetition Collateral against any Diminution in Value of such interests in the Prepetition Collateral, the Debtors hereby grant to the Prepetition Term Loan Agent, for the benefit of itself and the Prepetition Term Loan Parties, continuing valid, binding, enforceable and perfected postpetition security interests in and liens on the DIP Collateral (the “Prepetition Term Loan Adequate Protection Liens,” and together with the Prepetition Revolver Adequate Protection Liens, the “Adequate Protection Liens”); provided that to the extent that any lease prohibits the granting of a lien thereon, or otherwise prohibits hypothecation of the leasehold interest, then in such event the Prepetition Term Loan Agent shall be granted a Prepetition Term Loan Adequate Protection Lien only upon entry of the Final Order. 12.

Priority of Adequate Protection Liens. (i)

The Prepetition Revolver Adequate Protection Liens shall be

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subject to the Carve Out Priority Scheme and shall otherwise be junior only to: (a) with respect to the DIP ABL Primary Collateral (1) Permitted Prior Liens; (2) the DIP ABL Liens; and (3) the Prepetition Revolver Liens; and (b) with respect to the DIP Term Loan Primary Collateral (1) Permitted Prior Liens; (2) the DIP Term Loan Liens; (3) the Prepetition Term Loan Liens; (4) the Prepetition Term Loan Adequate Protection Liens; (5) the DIP ABL Liens; and (6) the Prepetition Revolver Liens. The Prepetition Revolver Adequate Protection Liens shall be senior to all other security interests in, liens on, or claims against any of the Debtorsâ&#x20AC;&#x2122; assets. (ii)

The Prepetition Term Loan Adequate Protection Liens shall be

subject to the Carve Out Priority Scheme and shall otherwise be junior only to: (a) with respect to the DIP ABL Primary Collateral (1) Permitted Prior Liens; (2) the DIP ABL Liens; (3) the Prepetition Revolver Liens; (4) the Prepetition Revolver Adequate Protection Liens; (5) the DIP Term Loan Liens; and (6) the Prepetition Term Loan Liens; and (b) with respect to the DIP Term Loan Primary Collateral (1) Permitted Prior Liens; (2) the DIP Term Loan Liens; and (3) the Prepetition Term Loan Liens. The Prepetition Term Loan Adequate Protection Liens shall be senior to all other security interests in, liens on, or claims against any of the Debtorsâ&#x20AC;&#x2122; assets. (iii)

Except as provided herein, the Adequate Protection Liens shall not

be made subject to or pari passu with any lien or security interest heretofore or hereinafter in the Cases or any Successor Cases, and shall be valid and enforceable against any trustee appointed in any of the Cases or any Successor Cases, or upon the dismissal of any of the Cases or Successor Cases. The Adequate Protection Liens shall not be subject to sections 510, 549, or 550 of the Bankruptcy Code. No lien or interest avoided and preserved for the benefit of the estate pursuant to section 551 of the Bankruptcy Code shall be pari passu with or senior to the Prepetition Liens or the Adequate Protection Liens.

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Adequate Protection Superpriority Claims. (i)

Prepetition Revolver Superpriority Claim. As further adequate

protection of the interests of the Prepetition Revolver Parties in the Prepetition Collateral against any Diminution in Value of such interests in the Prepetition Collateral, the Prepetition Revolver Agent, on behalf of itself and the Prepetition Revolver Parties, is hereby granted as and to the extent provided by section 507(b) of the Bankruptcy Code an allowed superpriority administrative expense claim in each of the Cases and any Successor Cases (the “Prepetition Revolver Superpriority Claim”). (ii)

Prepetition Term Loan Superpriority Claim. As further adequate

protection of the interests of the Prepetition Term Loan Parties in the Prepetition Collateral against any Diminution in Value of such interests in the Prepetition Collateral, the Prepetition Term Loan Agent, on behalf of itself and the Prepetition Term Loan Parties, is hereby granted as and to the extent provided by section 507(b) or the Bankruptcy Code an allowed superpriority administrative expense claim in each of the Cases and any Successor Cases (the “Prepetition Term Loan Superpriority Claim,” and together with the Prepetition Revolver Superpriority Claim, the “Adequate Protection Superpriority Claims”). 14.

Priority of the Adequate Protection Superpriority Claims. Except as set

forth herein, the Adequate Protection Superpriority Claims shall have priority over all administrative expense claims and unsecured claims against the Debtors or their estates, now existing or hereafter arising, of any kind or nature whatsoever, including, without limitation, administrative expenses of the kinds specified in or ordered pursuant to Sections 105, 326, 328, 330, 331, 503(a), 503(b), 507(a), 506(c) (subject to entry of the Final Order), 507(b), 546(c), 546(d), 726, 1113 and 1114 of the Bankruptcy Code; provided, however, that: (i) the Adequate

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Protection Superpriority Claims shall be pari passu with each other, without otherwise impairing the lien priorities as set forth herein, and junior to the Carve Out and the DIP Superpriority Claims. 15. Parties.

Adequate Protection Payments and Protections for Prepetition Revolver

As further adequate protection (the “Prepetition Revolver Adequate Protection

Payments”), the Debtors are authorized and directed to provide adequate protection to the Prepetition Revolver Parties in the form of payment in cash (and as to fees and expenses, without the need for the filing of a formal fee application) of (i) interest (ii) principal due under the Prepetition Revolver Documents, subject to the rights preserved in paragraph 43 below, (iii) immediately upon entry of this Interim Order, payment of the reasonable fees, expenses, and disbursements (including without limitation, the fees, expenses, and disbursements of counsel and third-party consultants and other vendors, including without limitation, financial advisors and auditors) incurred by the Prepetition Revolver Agent arising prior to the Petition Date, and (iv) the reasonable fees, expenses, and disbursements (including without limitation, the fees, expenses, and disbursements of counsel and third-party consultants and other vendors, including without limitation, financial advisors and auditors) incurred by the Prepetition Revolver Agent and the Prepetition Revolver Lenders arising subsequent to the Petition Date; provided, however, following an Event of Default, any such payments to the Prepetition Revolver Parties shall be made solely from DIP ABL Primary Collateral. 16. Parties.

Adequate Protection Payments and Protections for Prepetition Term Loan

As further adequate protection (the “Prepetition Term Loan Adequate Protection

Payments,” and together with the Prepetition Revolver Adequate Protection Payments, the “Adequate Protection Payments”), the Debtors are authorized and directed to pay in cash,

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without the need for the filing of formal fee applications: (i) immediately upon entry of this Interim Order, the reasonable fees, expenses, and disbursements (including without limitation, the fees, expenses, and disbursements of counsel and third-party consultants and other vendors, including without limitation, financial advisors and auditors) incurred by the Prepetition Term Loan Agent and the Prepetition Term Loan Lenders (including the Existing Tranche A Lenders) arising prior to the Petition Date; and (ii) the reasonable fees, expenses, and disbursements (including without limitation, the fees, expenses, and disbursements of counsel and third-party consultants and other vendors, including without limitation, financial advisors and auditors) incurred by the Prepetition Term Loan Agent and the Prepetition Term Loan Lenders (including the Existing Tranche A Lenders) arising subsequent to the Petition Date; provided that following an Event of Default, any such payments to the Prepetition Term Loan Parties shall be made solely from the DIP Term Loan Primary Collateral. 17.

Adequate Protection Reservation. Nothing herein shall impair or modify

the application of section 507(b) of the Bankruptcy Code in the event that the adequate protection provided to the Prepetition Revolver Parties and the Prepetition Term Loan Parties hereunder is insufficient to compensate for any Diminution in Value of their respective interests in the Prepetition Collateral during the Cases or any Successor Cases. The receipt by the Prepetition Revolver Parties and Prepetition Term Loan Parties of the adequate protection provided herein shall not be deemed an admission that the interests of the Prepetition Revolver Parties or Prepetition Term Loan Parties are adequately protected. Further, this Interim Order shall not prejudice or limit the rights of the Prepetition Revolver Parties or Prepetition Term Loan Parties to seek additional relief with respect to the use of Cash Collateral or for additional adequate protection.

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Provisions Common to DIP Financing and use of Cash Collateral 18.

Amendment of the DIP Documents. The DIP Documents may from time

to time be amended, modified or supplemented by the parties thereto without further order of the Court if: (a) the amendment, modification, or supplement (i) is in accordance with the DIP Documents, and (ii) does not prejudice the rights of the Debtors in any material respect; (b) a copy (which may be provided through electronic mail or facsimile) of the amendment, modification or supplement is provided to counsel to a Creditors’ Committee (if appointed), and the U.S. Trustee (collectively, the “Notice Parties”); and (c) the amendment, modification or supplement is filed with the Court; provided, however, that neither consent of the Notice Parties nor approval of the Court will be necessary to effectuate any such amendment, modification or supplement and provided further that such amendment, modification or supplement shall be without prejudice to the right of any party in interest to be heard. 19.

Budget Maintenance. The use of borrowings and letters of credit under

the DIP Facilities shall be in accordance with the Budget, subject to the line item variances set forth in paragraph 20 herein, depicting on a weekly basis cash revenue, receipts, expenses and disbursements on a line item basis for the first 22 weeks from the Closing Date (as defined in the DIP Agreements). The Budget and any modification to, or amendment or update of, the Budget shall be subject to the approval of, and in form and substance reasonably acceptable to the DIP Agents and the DIP ABL Co-Collateral Agents in their reasonable discretion. The Budget shall be updated, modified or supplemented no more frequently than monthly by the Debtors, and each such updated, modified or supplemented budget shall be approved in writing by, and shall be in form reasonably satisfactory to, the DIP Agents and the DIP ABL Co-Collateral Agents in their discretion and no such updated, modified or supplemented budget shall be effective until so 37

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approved and once so approved shall be deemed the “Budget.” A copy of any Budget (or updated Budget) shall be delivered to counsel for the Creditors’ Committee (if appointed) and the U.S. Trustee after it has been approved by the DIP Agents and the DIP ABL Co-Collateral Agents. 20.

Budget Compliance. The Debtors shall not (a) pay any expenses or other

disbursements other than those set forth in the Budget or otherwise permitted by the DIP Documents or orders of the Court; provided, however, that, (i) in the case of the fees, costs and expenses of the DIP Agents and the Prepetition Agents, the Debtors shall pay such fees, costs and expenses in accordance with the DIP Documents and this Interim Order without being limited by the Budget, and (ii) commencing following the third full calendar week following the Petition Date and for each calendar week thereafter, the Debtors shall not permit (A) Actual Inventory Receipts for any Cumulative Four Week Period or the Cumulative Period to be less than 90% of Budgeted Inventory Receipts for any such Cumulative Four Week Period or the Cumulative Period, (B) the Actual Net Cash Flows (without giving effect to borrowings and repayments under the DIP Facilities) for any Cumulative Four Week Period or the Cumulative Period to be less than 90% of the Budgeted Net Cash Flows (without giving effect to borrowings and repayments under the DIP Facilities) for any Cumulative Four Week Period or the Cumulative Period, (C) any Actual Line Item Disbursement Amount (other than amounts under the line item “Contractors / Professional / Legal”) for any Cumulative Four Week Period or the Cumulative Period to exceed 110% of the Budgeted Line Item Disbursement Amount other than amounts under the line item “Contractors / Professional / Legal”) for the applicable line item for any such Cumulative Four Week Period or the Cumulative Period or (D) any Actual Professional Disbursement Amount for any Cumulative Four Week Period or the Cumulative Period to

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exceed 115% of the Budgeted Professional Disbursement Amount for any such Cumulative Four Week Period or the Cumulative Period. Terms used in the foregoing Paragraph 20(ii) without definition shall have the meanings given to such terms in the DIP ABL Agreement. The Debtors shall deliver to the DIP Agents on or before 11:59 p.m. Pacific time on Thursday of each week a compliance certificate, in a form agreed to by the DIP Agents, which shall include such detail as is reasonably satisfactory to the DIP Agents, signed by a responsible officer of the Borrower certifying that, among other things, the Debtors are in compliance with the budget covenants set forth above, and attaching an approved budget variance report in a form satisfactory to the DIP Agents. Until such time as 4 weeks shall have elapsed since the Petition Date, any reference herein to a 4 week cumulative period shall mean such shorter period from the Petition Date to the date of determination. 21.

Modification of Automatic Stay.

The automatic stay imposed under

section 362(a)(2) of the Bankruptcy Code is hereby modified as necessary to effectuate all of the terms and provisions of this Interim Order, including, without limitation, to: (a) permit the Debtors to grant the DIP Liens, Adequate Protection Liens, DIP Superpriority Claims, and Adequate Protection Superpriority Claims; (b) permit the Debtors to perform such acts as the DIP Agents, DIP Lenders, or the Prepetition Agents each may reasonably request to assure the perfection and priority of the liens granted herein; (c) permit the Debtors to incur all liabilities and obligations to the DIP Agents, DIP Lenders, Prepetition Revolver Parties and Prepetition Term Loan Parties under the DIP Documents, the DIP Facilities and this Interim Order; (d) permit the Debtors to enter into the Canadian Forbearance Agreement; and (e) authorize the Debtors to pay, and the DIP Agents, the DIP Lenders and the Prepetition Secured Parties to retain and apply, payments made in accordance with the terms of this Interim Order.

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Perfection of DIP Liens and Adequate Protection Liens. This Interim

Order shall be sufficient and conclusive evidence of the creation, validity, perfection, and priority of all liens granted herein, including the DIP Liens and the Adequate Protection Liens, without the necessity of filing or recording any financing statement, mortgage, notice, or other instrument or document which may otherwise be required under the law or regulation of any jurisdiction or the taking of any other action (including, for the avoidance of doubt, entering into any deposit account control agreement) to validate or perfect (in accordance with applicable nonbankruptcy law) the DIP Liens, the Adequate Protection Liens, or to entitle the DIP Agents, the DIP Lenders, the Prepetition Revolver Parties and the Prepetition Term Loan Parties to the priorities granted herein.

Notwithstanding the foregoing, the DIP Agents, the Prepetition

Revolver Agent and the Prepetition Term Loan Agent each are authorized to file, as it in its sole discretion deems necessary or advisable, such financing statements, security agreements, mortgages, notices of liens and other similar documents to perfect in accordance with applicable non-bankruptcy law or to otherwise evidence the DIP Liens and the Adequate Protection Liens, and all such financing statements, mortgages, notices and other documents shall be deemed to have been filed or recorded as of the Petition Date; provided, however, that no such filing or recordation shall be necessary or required in order to create or perfect the DIP Liens, or the Adequate Protection Liens. The Debtors are authorized and directed to execute and deliver promptly upon demand to the DIP Agents, Prepetition Revolver Agent and the Prepetition Term Loan Agent all such financing statements, mortgages, notices and other documents as the DIP Agents, the Prepetition Revolver Agent, or the Prepetition Term Loan Agent may reasonably request. The DIP Agents, the Prepetition Revolver Agent and the Prepetition Term Loan Agent, each in its discretion, may file a photocopy of this Interim Order as a financing statement with

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any filing or recording office or with any registry of deeds or similar office, in addition to or in lieu of such financing statements, notices of lien or similar instrument. To the extent that the Prepetition Revolver Agent or the Prepetition Term Loan Agent is the secured party under any security agreement, mortgage, leasehold mortgage, landlord waiver, credit card processor notices or agreements, bailee letters, custom broker agreements, financing statement, account control agreements, or any other Prepetition Documents or is listed as loss payee or additional insured under any of the Debtorsâ&#x20AC;&#x2122; insurance policies, each DIP Agent (as applicable) shall also be deemed to be the secured party under such documents or to be the loss payee or additional insured, as applicable. The Prepetition Agents shall serve as agents for the DIP Agents for purposes of perfecting the DIP Agentsâ&#x20AC;&#x2122; liens on all DIP Collateral that, without giving effect to the Bankruptcy Code and this Interim Order, is of a type such that perfection of a lien therein may be accomplished only by possession or control by a secured party. 23.

Application of Proceeds of Collateral. As a condition to the entry of the

DIP Documents, the extension of credit under the DIP Facilities and the authorization to use Cash Collateral, the Debtors have agreed that as of and commencing on the date of the Interim Hearing, the Debtors shall apply all net proceeds of DIP Collateral that is sold in the ordinary course or liquidated as follows: (a) with respect to DIP ABL Primary Collateral (i) first, following the occurrence of an Event of Default (as defined herein), to costs and expenses of the DIP ABL Agent; (ii) second, to permanently reduce the Prepetition Revolver Obligations; (iii) third, to reduce the DIP ABL Obligations, and (iv) after indefeasible repayment in full in cash of the Prepetition Revolver Obligations and the DIP ABL Obligations (including, in each case, provision for contingent obligations) and the termination of the DIP ABL Credit Facilities, (x) to costs and expenses of the DIP Term Loan Agent, (y) to reduce the DIP Term Loan

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Obligations, and (z) to reduce the Prepetition Term Loan Obligations; and (b) with respect to DIP Term Loan Primary Collateral, (i) first, to costs and expenses of the DIP Term Loan Agent; (ii) second, to reduce the DIP Term Loan Obligations; (iii) third, to reduce the Prepetition Term Loan Obligations, and (iv) after indefeasible repayment in full in cash of the Prepetition Term Loan Obligations and the DIP Term Loan Obligations (including, in each case, provision for contingent obligations), (x) to costs and expenses of the DIP ABL Agent, (y) to permanently reduce the Prepetition Revolver Obligations, and (z) to reduce the DIP ABL Obligations. The reduction of the Prepetition Secured Obligations is subject to the preservation of rights provided in paragraph 43 herein. 24.

Protections of Rights of DIP Agents, DIP Lenders and Prepetition Secured

Parties. (i)

Unless the DIP Agents, the Prepetition Agents and the Roll-Up

Lenders shall have provided their prior written consent or all DIP Obligations and all Prepetition Secured Obligations have been indefeasibly paid in full in cash, there shall not be entered in any of these Cases, any Successor Cases or the Canadian Cases any order (including any order confirming any plan of reorganization or liquidation) that authorizes any of the following: (i) the obtaining of credit or the incurring of indebtedness that is secured by a security, mortgage, or collateral interest or other Lien on all or any portion of the DIP Collateral or Prepetition Collateral and/or that is entitled to administrative priority status, in each case that is superior to or pari passu with the DIP Liens, the DIP Superpriority Claims, the Prepetition Liens, the Prepetition Adequate Protection Liens, and/or the Adequate Protection Superpriority Claims except as expressly set forth in this Interim Order; (ii) the use of Cash Collateral for any purpose other than as permitted in the DIP Documents and this Interim Order, (iii) the return of goods

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pursuant to section 546(h) of the Bankruptcy Code (or other return of goods on account of any prepetition indebtedness) to any creditor of any Debtor or any creditor’s taking any setoff against any of its prepetition indebtedness based upon any such return of goods pursuant to section 553 of the Bankruptcy Code or otherwise, or (iv) any modification of any of the DIP Agents’, DIP Lenders’, or the Prepetition Secured Parties’ rights under this Interim Order, the DIP Documents or the Prepetition Documents with respect any DIP Obligations or Prepetition Secured Obligations. (ii)

The Debtors (and/or their legal and financial advisors in the case of

clauses (ii) through (iv) below) will, whether or not the DIP Obligations have been indefeasibly paid in full in cash, (i) maintain books, records, and accounts to the extent and as required by the DIP Documents, (ii) reasonably cooperate with, consult with, and provide to the DIP Agents and the DIP Lenders all such information and documents that any or all of the Debtors are obligated (including upon reasonable request by any of the DIP Agents or the DIP Lenders) to provide under the DIP Documents or the provisions of this Interim Order, (iii) upon reasonable advance notice, permit consultants, advisors and other representatives (including third party representatives) of each of the DIP Agents and Prepetition Agents to visit and inspect any of the Debtors’ respective properties, to examine and make abstracts or copies from any of their respective books and records, to tour the Debtors’ business premises and other properties, and to discuss, and provide advice with respect to, their respective affairs, finances, properties, business operations, and accounts with their respective officers, employees, independent public accountants and other professional advisors (other than legal counsel) as and to the extent required by the DIP Documents and/or the Prepetition Documents, (iv) permit the DIP Agents and Prepetition Agents, and their respective consultants, advisors and other representatives to

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consult with the Debtors’ management and advisors on matters concerning the Debtors’ businesses, financial condition, operations and assets, and (v) upon reasonable advance notice, permit the DIP Agents and Prepetition Agents to conduct, at their discretion and at the Debtors’ cost and expense, field audits, collateral examinations, liquidation valuations and inventory appraisals at reasonable times in respect of any or all of the DIP Collateral and Prepetition Collateral. (iii)

Subject to entry of the Final Order, no Debtor shall object to any

DIP Lenders or any Prepetition Secured Parties credit bidding up to the full amount of the applicable outstanding DIP Obligations, Prepetition Revolver Obligations (as applicable), and Prepetition Term Loan Obligations (as applicable), in each case including any accrued interest and expenses, in any sale of any DIP Collateral or Prepetition Collateral, as applicable, and whether such sale is effectuated through Section 363 or 1129 of the Bankruptcy Code, by a Chapter 7 trustee under Section 725 of the Bankruptcy Code, or otherwise, subject in each case to the rights and duties of the parties under the Intercreditor Agreement and to the provision of consideration sufficient to pay in full in cash any senior liens on the collateral that is subject to the credit bid. 25.

Proceeds of Subsequent Financing.

If the Debtors, any trustee, any

examiner with expanded powers, or any responsible officer subsequently appointed in these Cases or any Successor Cases, shall obtain credit or incur debt pursuant to Bankruptcy Code sections 364(b), 364(c) or 364(d) or in violation of the DIP Documents at any time prior to the indefeasible repayment in full of all DIP Obligations and Prepetition Secured Obligations, and the termination of the DIP Agents’ and DIP Lenders’ obligation to extend credit under the DIP Facilities, including subsequent to the confirmation of any plan with respect to any or all of the

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Debtors and the Debtors’ estates, and such facilities are secured by any DIP Collateral, then all the cash proceeds derived from such credit or debt shall immediately be turned over to the DIP Agents to be applied in accordance with this Interim Order and the DIP Documents. 26.

Cash Collection. From and after the date of the entry of this Interim

Order, all collections and proceeds of any DIP ABL Primary Collateral or Prepetition Revolver Primary Collateral or services provided by any Debtor and all Cash Collateral (excluding solely cash in the DIP Term Loan Cash Collateral Account) that shall at any time come into the possession, custody, or control of any Debtor, or to which any Debtor is now or shall become entitled at any time, shall be promptly deposited in the same lock-box and/or deposit accounts into which the collections and proceeds of the Prepetition Revolver Primary Collateral were deposited under the Prepetition Documents (or in such other accounts as are designated by the DIP ABL Agent from time to time) (collectively, the “Cash Collection Accounts”), which accounts shall be subject to the sole dominion and control of the DIP ABL Agent. All proceeds and other amounts in the Cash Collection Accounts shall be remitted to the DIP ABL Agent for application in accordance with the DIP ABL Documents and this Interim Order; provided however, that solely with respect to cash in the DIP Term Loan Cash Collateral Account, such cash shall be under the control and dominion of the DIP Term Loan Agent and shall be governed by and in accordance with the DIP Term Loan Documents. Unless otherwise agreed to in writing by the DIP Agents and Prepetition Agents, the Debtors shall maintain no accounts except those identified in the Cash Management Order (the “Cash Management Order”) and the DIP Term Loan Cash Collateral Account. The Debtors and the financial institutions where the Debtors’ Cash Collection Accounts are maintained (including those accounts identified in any Cash Management Order), are authorized and directed to remit, without offset or deduction,

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funds in such Cash Collection Accounts upon receipt of any direction to that effect from the DIP ABL Agent. From and after the date of the entry of this Interim Order, all collections and proceeds of any DIP Term Loan Primary Collateral or Prepetition Term Loan Primary Collateral that shall at any time come into the possession, custody, or control of any Debtor, or to which any Debtor is now or shall become entitled at any time, shall be promptly deposited in the Term Loan Collateral Account (as defined in the DIP Term Loan Agreement) (or in such other accounts as are designated by the DIP Term Loan Agent from time to time) (collectively, the “Term Loan Collection Accounts”), which accounts shall be in the name of the DIP Term Loan Agent and subject to the sole dominion and control of the DIP Term Loan Agent and otherwise to the lien priorities set forth in this Interim Order and the Intercreditor Agreement. 27.

DIP Term Loan Cash Collateral Account. The Borrower shall establish

and maintain the Funding Account (as defined in the DIP Term Loan Agreement and referred to herein as the “DIP Term Loan Cash Collateral Account”) over which the DIP Term Loan Agent shall have a first priority security interest and springing dominion and control. The only amounts permitted to be deposited into the DIP Term Loan Cash Collateral Account shall be proceeds of the Initial Term Loans and the Delayed Draw Term Loans advanced under the DIP Term Loan Agreement.7 28.

Maintenance of DIP Collateral. Until the indefeasible payment in full of

all DIP Obligations, all Prepetition Secured Obligations, and the termination of the DIP Agents and the DIP Lenders’ obligation to extend credit under the DIP Facilities, the Debtors shall: (a) insure the DIP Collateral as required under the DIP Facilities or the Prepetition Documents, as

Until such time as the Borrower has established the DIP Term Loan Cash Collateral Account, the DIP Term Loan Agent may advance funds into a segregated account at Bank of America, N.A., account number XXXXX650, which shall be subject to the control and senior lien of the DIP Term Loan Agent.

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applicable; and (b) maintain the cash management system in effect as of the Petition Date, as modified by any order that may be entered by the Court which has first been agreed to by the DIP Agents or as otherwise required by the DIP Documents. 29.

Disposition of DIP Collateral. The Debtors shall not sell, transfer, lease,

encumber or otherwise dispose of any portion of the DIP ABL Primary Collateral or Prepetition Revolver Primary Collateral other than in the ordinary course of business without the prior written consent of the DIP ABL Agent and Prepetition Revolver Agent (and no such consent shall be implied, from any other action, inaction or acquiescence by the DIP ABL Agent, DIP ABL Lenders, or Prepetition Revolver Parties, or from any order of this Court), except as otherwise provided for in the DIP ABL Documents or otherwise ordered by the Court, and subject to the Intercreditor Agreement. The Debtors shall not sell, transfer, lease, encumber or otherwise dispose of any portion of the DIP Term Loan Primary Collateral or Prepetition Term Loan Primary Collateral other than in the ordinary course of business without the prior written consent of the DIP Term Loan Agent and Prepetition Term Loan Agent (and no such consent shall be implied, from any other action, inaction or acquiescence by the DIP Term Loan Agent, DIP Term Loan Lenders, or Prepetition Term Loan Parties, or from any order of this Court), except as otherwise provided for in the DIP Term Loan Documents or otherwise ordered by the Court, and subject to the Intercreditor Agreement. 30.

Collateral Access Rights. (i)

Until the repayment of the DIP ABL Obligations, Prepetition

Revolver Obligations and the Canadian Obligations, the DIP ABL Co-Collateral Agents and their agents, representatives and designees shall have a non-exclusive right to have access to, and a rent free right to use, the Prepetition Term Loan Primary Collateral for the purpose of

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arranging for and effecting the sale or disposition of Prepetition Revolver Credit Primary Collateral, including the production, completion, packaging and other preparation of such Prepetition Revolver Credit Primary Collateral for sale or disposition. The DIP ABL CoCollateral Agents and their representatives (and persons employed on their behalf), may continue to operate, service, maintain, process and sell the Prepetition Revolver Credit Primary Collateral, as well as to engage in bulk sales of Prepetition Revolver Credit Primary Collateral. The DIP ABL Co-Collateral Agents shall take proper care of any Prepetition Term Loan Primary Collateral that is used by the DIP ABL Co-Collateral Agents and repair and replace any damage (ordinary wear-and-tear excepted) caused by the DIP ABL Co-Collateral Agents or their agents, representatives or designees and the DIP ABL Co-Collateral Agents shall comply with all applicable laws in connection with its use or occupancy of the Prepetition Term Loan Primary Collateral.

The DIP ABL Co-Collateral Agents and the Prepetition Revolver Parties shall

indemnify and hold harmless the DIP Term Loan Agent and the Prepetition Term Loan Parties for any injury or damage to persons or property caused by the acts or omissions of persons under its control. The DIP ABL Co-Collateral Agents and the DIP Term Loan Agent shall cooperate and use reasonable efforts to ensure that their activities do not interfere materially with the activities of the other as described above, including the right of the DIP Term Loan Agent to show the Prepetition Term Loan Primary Collateral to prospective purchasers and to ready the Prepetition Term Loan Primary Collateral for sale. (ii)

The DIP Term Loan Agent and each Debtor hereby grants (to the

full extent of their respective rights and interests) the DIP ABL Co-Collateral Agents and their agents, representatives and designees (a) a royalty free, rent free non-exclusive license and lease to use, upon the occurrence and during the continuation of an Event of Default, all of the

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Prepetition Term Loan Primary Collateral to make, have made, manufacture, produce, complete, remove, lease, import, offer to sell or sell, collect and otherwise transfer any Prepetition Revolver Credit Primary Collateral in any lawful manner, and to use any method or process the use of which, but for the license granted herein would constitute an infringement of the Intellectual Property (as defined in the DIP Agreements) constituting Prepetition Term Loan Primary Collateral and (b) a royalty free non-exclusive license (which will be binding on any successor or assignee of the Prepetition Term Loan Primary Collateral) to use any and all Prepetition Term Loan Primary Collateral at any time in connection with its enforcement; provided, however, that the royalty free, rent free non-exclusive license and lease granted in clause (a) shall immediately expire upon the disposition of all of the Prepetition Revolver Credit Primary Collateral. 31.

DIP Termination Date. On the DIP Termination Date (as defined herein),

(a) all DIP Obligations shall be immediately due and payable, all commitments to extend credit under the DIP Facilities will terminate, other than as required in paragraph 40 with respect to the Carve Out, all treasury management and bank product obligations shall be cash collateralized, and all letters of credit and bankers’ acceptances outstanding shall be cash collateralized in an amount equal to 105% of the face amount thereof, and such cash collateral shall not be subject to or subordinate to the Carve Out, and (b) all authority to use Cash Collateral shall cease, provided, however, that during the Remedies Notice Period (as defined herein), the Debtors may use Cash Collateral to pay payroll and other expenses critical to the administration of the Debtors’ estates in accordance with the Budget. For the purposes of this Interim Order, the “DIP Termination Date” shall mean the “Maturity Date” as defined in the DIP ABL Agreement and the “Loan Maturity Date” as defined in the DIP Term Loan Agreement.

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Events of Default. The occurrence of any of the following events, unless

waived by the DIP Agents in writing and in accordance with the terms of the DIP ABL Agreement and the DIP Term Loan Agreement, shall constitute an event of default (collectively, the “Events of Default”): (a) the failure of the Debtors to perform, in any respect, any of the terms, provisions, conditions, covenants, or obligations under this Interim Order or any orders of the Canadian Court, or (b) the occurrence of an “Event of Default” under the DIP ABL Agreement or the DIP Term Loan Agreement. 33.

Milestones. As a condition to the DIP Facilities and the use of Cash

Collateral, the Debtors shall comply with the Case milestones set forth on Exhibit 1 attached hereto (the “Milestones”). For the avoidance of doubt, the failure of the Debtors to comply with any of the Milestones (a) shall constitute an Event of Default under the DIP ABL Agreement, the DIP Term Loan Agreement, and hereunder, (b) subject to the expiration of the Remedies Notice Period (as defined below), result in the automatic termination of the Debtors’ authority to use Cash Collateral under this Interim Order, and (c) permit the DIP Agents, subject to Paragraph 34, to exercise the rights and remedies provided for in this Interim Order, DIP ABL Documents, and the DIP Term Loan Documents. 34.

Rights and Remedies Upon Event of Default.

Immediately upon the

occurrence and during the continuation of an Event of Default under either the DIP ABL Documents or the DIP Term Loan Documents, notwithstanding the provisions of section 362 of the Bankruptcy Code, without any application, motion or notice to, hearing before, or order from the Court, but subject to the terms of this Interim Order (a) each DIP Agent may declare (any such declaration shall be referred to herein as a “Termination Declaration”) (1) all DIP Obligations owing under the respective DIP Documents to be immediately due and payable, (2)

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the termination, reduction or restriction of any further commitment to extend credit to the Debtors to the extent any such commitment remains under the respective DIP Facilities, (3) termination of the respective DIP Credit Facilities and the respective DIP Documents as to any future liability or obligation of the applicable DIP Agents and the DIP Lenders, but without affecting any of the DIP Liens or the DIP Obligations, and (4) that the application of the Carve Out has occurred through the delivery of the Carve Out Trigger Notice to the Borrower; and (b) either the DIP ABL Agent (in the case of Cash Collateral of proceeds of the DIP Revolver Primary Collateral) or the DIP Term Loan Agent (in the case of Cash Collateral of proceeds of the DIP Term Loan Primary Collateral) may declare a termination, reduction or restriction on the ability of the Debtors to use Cash Collateral (the date which is the earliest to occur of any such date a Termination Declaration is delivered and the DIP Termination Date shall be referred to herein as the “Termination Date”). The Termination Declaration shall be given by electronic mail (or other electronic means) to counsel to the Debtors and the Canadian Debtor, counsel to the DIP ABL Agent (if delivered by the DIP Term Loan Agent), counsel to the DIP Term Loan Agent (if delivered by the DIP ABL Agent), counsel to a Creditors’ Committee (if appointed), and the U.S. Trustee. The automatic stay in the Cases otherwise applicable to the DIP Agents, the DIP Lenders and the Prepetition Secured Parties is hereby modified so that five (5) business days after the date a Termination Declaration is delivered (the “Remedies Notice Period”): (A) the applicable DIP Agent and the DIP Lenders shall be entitled to exercise their rights and remedies in accordance with the respective DIP Documents and this Interim Order and shall be permitted to satisfy the relevant DIP Obligations, DIP Superpriority Claim and DIP Liens, subject to the Carve Out Priority Scheme, (B) the applicable Prepetition Secured Parties shall be entitled to exercise their rights and remedies to satisfy the relevant Prepetition Secured

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Obligations, Adequate Prepetition Superpriority Claims and Prepetition Adequate Protection Liens, subject to and consistent with (i) the Carve Out and (ii) this Interim Order. During the Remedies Notice Period, the Debtors and/or a Creditors’ Committee (if appointed) shall be entitled to seek an emergency hearing within the Remedies Notice Period with the Court to (x) contest whether an Event of Default has occurred and/or is continuing and (y) seek to continue using Cash Collateral notwithstanding that an Event of Default has occurred, and the Debtors hereby waive their right to and shall not be entitled to seek relief, including, without limitation, under Section 105 of the Bankruptcy Code, to the extent that such relief would in any way impair or restrict the rights and remedies of the DIP Agents, the DIP Lenders, or the Prepetition Secured Parties. Unless the Court orders otherwise, the automatic stay, as to all of the DIP Agents, DIP Lenders, and Prepetition Secured Parties, shall automatically be terminated at the end of the Remedies Notice Period without further notice or order. Upon expiration of the Remedies Notice Period, the DIP Agents, DIP Lenders, the Prepetition Revolver Parties and the Prepetition Term Loan Parties shall be permitted to exercise all remedies set forth herein, in the DIP Documents, the Prepetition Documents, and as otherwise available at law without further order of or application or motion to the Court consistent with the Intercreditor Agreement and paragraph 30 of this Interim Order. Unless the Court orders otherwise, if the Event of Default is a Specified Sale Process Default under the DIP ABL Documents, the DIP ABL Agent may direct the Debtors to commence a process for a full-chain liquidation (the “Agreed Full-Chain Sale Process”), at which time (1) within one business day after the Remedies Notice Period, the Debtors must obtain entry of an order from the Court, in form and substance approved by the DIP Agents, either (x) determining that a Specified Sale Process Default has not occurred and/or is not continuing, or (y) designating a liquidating stalking horse bidder and approving sales

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procedures with respect to a full-chain liquidation, (2) within three business days after the Remedies Notice Period, complete an auction for the full-chain liquidation and declare a â&#x20AC;&#x153;successful bidderâ&#x20AC;? for the liquidation on terms and conditions consented to by the DIP ABL Agent, (3) within five business days after the Remedies Notice Period, obtain entry of an order from the Court, in form and substance approved by the DIP ABL Agent, approving the store liquidation and commence a full-chain liquidation pursuant to the approved liquidation agreement and the applicable Court sale orders. Until such time as any the Agreed Full Chain Sale Process is complete and the proceeds have been remitted to the DIP ABL Agent for the benefit of the DIP ABL Lenders, any exercise of remedies by the DIP Agents and the DIP Lenders shall be in accordance with the Intercreditor Agreement and paragraph 30 of this Interim Order. 35.

Good Faith Under Section 364(e) of the Bankruptcy Code; No

Modification or Stay of this Interim Order. The DIP Agents, DIP Lenders, the Prepetition Revolver Parties and the Prepetition Term Loan Parties have acted in good faith in connection with this Interim Order and are entitled to rely upon the protections granted herein and by section 364(e) of the Bankruptcy Code. Based on the findings set forth in this Interim Order and the record made during the Interim Hearing, and in accordance with section 364(e) of the Bankruptcy Code, in the event any or all of the provisions of this Interim Order are hereafter modified, amended or vacated by a subsequent order of this Court or any other court, the DIP Agents, the DIP Lenders, Prepetition Revolver Parties and the Prepetition Term Loan Parties are entitled to the protections provided in section 364(e) of the Bankruptcy Code.

Any such

modification, amendment or vacatur shall not affect the validity and enforceability of any advances previously made or made hereunder, or lien, claim or priority authorized or created

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hereby. 36.

DIP and Other Expenses. The Debtors are authorized and directed to pay

all reasonable and documented prepetition and postpetition fees and expenses of the DIP Agents and DIP Lenders in connection with the DIP Facilities, as provided in the DIP Documents, whether or not the transactions contemplated hereby are consummated, including attorneysâ&#x20AC;&#x2122; fees, monitoring and appraisal fees, financial advisory fees, fees and expenses of other consultants, and indemnification and reimbursement of fees and expenses. Payment of all such fees and expenses shall not be subject to allowance by the Court. Professionals for the DIP Agents and DIP Lenders shall not be required to comply with the U.S. Trustee fee guidelines, however any time that such professionals seek payment of fees and expenses from the Debtors, each professional shall provide copies of its fee and expense statements or invoices (which may be redacted or modified to the extent necessary to delete any information subject to the attorneyclient privilege, any information constituting attorney work product, or any other confidential information, and the provision of such invoices shall not constitute any waiver of the attorney client privilege or of any benefits of the attorney work product doctrine) to the U.S. Trustee and counsel for a Creditorsâ&#x20AC;&#x2122; Committee (if appointed) contemporaneously with the delivery of such fee and expense statements to the Debtors. No attorney or advisor to the DIP Agents or DIP Lenders shall be required to file an application seeking compensation for services or reimbursement of expenses with the Court. Any and all fees, costs, and expenses paid prior to the Petition Date by any of the Debtors to the DIP Agents or DIP Lenders in connection with or with respect to the DIP Facilities, are hereby approved in full. 37.

Indemnification. The Debtors shall indemnify and hold harmless the DIP

Agents and the DIP Lenders in accordance with the terms and conditions of the DIP Agreements.

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The DIP Agents, the DIP Lenders, the Prepetition

Revolver Parties and the Prepetition Term Loan Parties will not be required to file proofs of claim in any of the Cases or Successor Cases for any claim allowed herein. Notwithstanding any order entered by the Court in relation to the establishment of a bar date in any of the Cases or Successor Cases to the contrary, each of (a) the Prepetition Revolver Agent on behalf of itself and the Prepetition Revolver Parties and (b) the Prepetition Term Loan Agent on behalf of itself and the Prepetition Term Loan Parties is hereby authorized and entitled, in its sole discretion, but not required, to file (and amend and/or supplement, as it sees fit) a proof of claim and/or aggregate proofs of claim in each of the Cases or Successor Cases for any claim allowed herein. Any proof of claim filed by the Prepetition Revolver Agent or Prepetition Term Loan Agent shall be deemed to be in addition to and not in lieu of any other proof of claim that may be filed by any of the Prepetition Revolver Parties or Prepetition Term Loan Parties, respectively. Any order entered by the Court in relation to the establishment of a bar date in any of the Cases or Successor Cases shall not apply to any claim of the DIP Agents, the DIP Lenders, the Prepetition Revolver Parties and the Prepetition Term Loan Parties. 39.

Rights of Access and Information. Without limiting the rights of access

and information afforded the DIP Agents and DIP Lenders under the DIP Documents, the Debtors shall be, and hereby are, required to afford representatives, agents and/or employees of the DIP Agents, DIP Lenders, the Prepetition Revolver Parties and the Prepetition Term Loan Parties reasonable access to the Debtorsâ&#x20AC;&#x2122; premises and their books and records in accordance with the DIP Documents and Prepetition Documents, as applicable, and shall reasonably cooperate, consult with, and provide to such persons all such information as may be reasonably requested. In addition, the Debtors authorize their independent certified public accountants,

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financial advisors, investment bankers and consultants, including (i) Alix Partners LLP and (ii) Jefferies LLC to cooperate, consult with, and provide to the DIP Agents (and so long as an Event of Default has occurred and is continuing, each DIP Lender), the Prepetition Revolver Agent and the Prepetition Term Loan Agent all such information as may be reasonably requested with respect to the business, results of operations and financial condition of any of the Borrower or Guarantors (as defined in the DIP Documents). 40.

Carve Out. (i)

Carve Out. As used in this Interim Order, the “Carve Out” means

the sum of (i) all fees required to be paid to the Clerk of the Court and to the Office of the United States Trustee under section 1930(a) of title 28 of the United States Code plus interest at the statutory rate (without regard to the notice set forth in (iii) below); (ii) all reasonable fees and expenses up to $50,000 incurred by a trustee under section 726(b) of the Bankruptcy Code (without regard to the notice set forth in (iii) below); (iii) to the extent allowed at any time, whether by interim order, procedural order, or otherwise, all unpaid fees and expenses (the “Allowed Professional Fees”) incurred by persons or firms retained by the Debtors pursuant to section 327, 328, or 363 of the Bankruptcy Code (the “Debtor Professionals”) and the Creditors’ Committee pursuant to section 328 or 1103 of the Bankruptcy Code (the “Committee Professionals” and, together with the Debtor Professionals, the “Professional Persons”) at any time before or on the first business day following delivery by either the DIP ABL Agent or the DIP Term Loan Agent of a Carve Out Trigger Notice (as defined below), whether allowed by the Court prior to or after delivery of a Carve Out Trigger Notice; and (iv) Allowed Professional Fees of Professional Persons in an aggregate amount not to exceed $2,000,000 incurred after the first business day following delivery by such DIP ABL Agent or DIP Term Loan Agent of the

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Carve Out Trigger Notice, to the extent allowed at any time, whether by interim order, procedural order, or otherwise (the amounts set forth in this clause (iv) being the “Post-Carve Out Trigger Notice Cap”). For purposes of the foregoing, “Carve Out Trigger Notice” shall mean a written notice delivered by email (or other electronic means) by either the DIP ABL Agent or the DIP Term Loan Agent to the Debtors, their lead restructuring counsel, the U.S. Trustee, and counsel to the Creditors’ Committee, which notice may be delivered following the occurrence and during the continuation of an Event of Default and acceleration of the DIP ABL Obligations or the DIP Term Loan Obligations under the DIP ABL Credit Facilities or DIP Term Loan Facility, respectively, stating that the Post-Carve Out Trigger Notice Cap has been invoked. (ii)

Carve Out Reserves. On the day on which a Carve Out Trigger

Notice is given by either the DIP ABL Agent or the DIP Term Loan Agent to the Debtors with a copy to counsel to the Creditors’ Committee (the “Termination Declaration Date”), the Carve Out Trigger Notice shall be deemed a draw request and notice of borrowing by the Debtors for DIP Term Loans under the DIP Term Loan Facility (on a pro rata basis based on the then outstanding commitments under the DIP Term Loan Credit Agreement (the “DIP Term Loan Commitments”)), in an amount equal to the then unpaid amounts of the Allowed Professional Fees (any such amounts actually advanced shall constitute DIP Term Loans), and (ii) also constitute a demand to the Debtors to utilize all cash in the DIP Term Loan Cash Collateral Account as of such date and any available cash thereafter held by any Debtor to fund a reserve in an amount equal to the then unpaid amounts of the allowed Professional Fees. The Debtors shall deposit and hold such amounts in a segregated account at a financial institution to be agreed in trust to pay such then unpaid Allowed Professional Fees (the “Pre-Carve Out Trigger Notice Reserve”) prior to any and all other claims. On the Termination Declaration Date, the Carve Out

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Trigger Notice shall also be deemed a request by the Debtors for DIP ABL Loans under the DIP ABL Credit Facilities (on a pro rata basis based on the then outstanding DIP ABL Credit Commitments), in an amount equal to the Post-Carve Out Trigger Notice Cap (any such amounts actually advanced shall constitute DIP ABL Loans). The Debtors shall deposit and hold such amounts in a segregated account at the DIP ABL Agent in trust to pay such Allowed Professional Fees benefiting from the Post-Carve Out Trigger Notice Cap (the “Post-Carve Out Trigger Notice Reserve” and, together with the Pre-Carve Out Trigger Notice Reserve, the “Carve Out Reserves”) prior to any and all other claims. On the first business day after the DIP ABL Agent or the DIP Term Loan Agent gives such notice to such DIP ABL Lenders or DIP Term Loan Lenders, notwithstanding anything in the DIP ABL Agreement or the DIP Term Loan Agreement to the contrary, including with respect to the existence of a Default (as defined in the DIP ABL Agreement and/or the DIP Term Loan Agreement) or an Event of Default (as defined herein, in the DIP ABL Agreement, and/or in the DIP Term Loan Agreement), the failure of the Debtors to satisfy any or all of the conditions precedent for DIP ABL Loans under the DIP ABL Credit Facilities or for DIP Term Loans under the DIP Term Loan Facility, any termination of the DIP ABL Credit Commitments or DIP Term Loan Commitments following an Event of Default (as defined herein, in the DIP ABL Agreement, and/or in the DIP Term Loan Agreement), or the occurrence of the DIP Termination Date, (a) each DIP ABL Lender with an outstanding DIP ABL Credit Commitment (on a pro rata basis based on the then outstanding DIP ABL Credit Commitments) shall make available to the DIP ABL Agent such DIP ABL Lender’s pro rata share with respect to such borrowing in accordance with the DIP ABL Credit Facilities and (b) each DIP Term Loan Lender with an outstanding DIP Term Loan Commitment (on a pro rata basis based on the then outstanding DIP Term Loan Commitments) shall make available to

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the DIP Term Loan Agent such DIP Term Loan Lender’s pro rata share with respect to such borrowing in accordance with the DIP Term Loan Facility. All funds in the Pre-Carve Out Trigger Notice Reserve shall be used first to pay the obligations set forth in clauses (i) through (iii) of the definition of Carve Out set forth above (the “Pre-Carve Out Amounts”), but not, for the avoidance of doubt, the Post-Carve Out Trigger Notice Cap, until paid in full, and then, to the extent the Pre-Carve Out Trigger Notice Reserve has not been reduced to zero, to pay the DIP Term Loan Agent for the benefit of the DIP Term Loan Lenders, unless the DIP Term Loan Obligations have been indefeasibly paid in full, in cash, and all DIP Term Loan Commitments have been terminated, in which case any such excess shall be paid to the Prepetition Secured Parties in accordance with their rights and priorities as of the Petition Date. All funds in the Post-Carve Out Trigger Notice Reserve shall be used first to pay the obligations set forth in clause (iv) of the definition of Carve Out set forth above (the “Post-Carve Out Amounts”), and then, to the extent the Post-Carve Out Trigger Notice Reserve has not been reduced to zero, to pay the DIP ABL Agent for the benefit of the DIP ABL Lenders, unless the DIP ABL Obligations have been indefeasibly paid in full, in cash, and all DIP ABL Credit Commitments have been terminated, in which case any such excess shall be paid to the Prepetition Secured Parties in accordance with their rights and priorities as of the Petition Date. Notwithstanding anything to the contrary in the DIP ABL Documents, the DIP Term Loan Documents, this Interim Order, or the Final Order, if either of the Carve Out Reserves is not funded in full in the amounts set forth in this paragraph 40, then, any excess funds in one of the Carve Out Reserves following the payment of the Pre-Carve Out Amounts and Post-Carve Out Amounts, respectively, shall be used to fund the other Carve Out Reserve, up to the applicable amount set forth in this paragraph 40, prior to making any payments to either DIP Agent or the Prepetition

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Secured Parties, as applicable. Notwithstanding anything to the contrary in the DIP ABL Documents, DIP Term Loan Documents, this Interim Order, or the Final Order, following delivery of a Carve Out Trigger Notice, the DIP ABL Agent, DIP Term Loan Agent, Prepetition Revolver Agent, and Prepetition Term Loan Agent shall not sweep or foreclose on cash (including cash received as a result of the sale or other disposition of any assets) of the Debtors until the Carve Out Reserves have been fully funded, but shall have a security interest in any residual interest in the Carve Out Reserves, with any excess paid to the DIP ABL Agent and the DIP Term Loan Agent for application in accordance with the DIP ABL Documents and the DIP Term Loan Documents, respectively, Further, notwithstanding anything to the contrary in this Interim Order, (i) disbursements by the Debtors from the Carve Out Reserves shall not constitute “Loans” (as defined in the DIP ABL Agreement or the DIP Term Loan Agreement) or increase or reduce the DIP ABL Obligations or DIP Term Loan Obligations, (ii) the failure of the Carve Out Reserves to satisfy in full the Allowed Professional Fees shall not affect the priority of the Carve Out, and (iii) in no way shall the Budget, Carve Out, Post-Carve Out Trigger Notice Cap, Carve Out Reserves, or any of the foregoing be construed as a cap or limitation on the amount of the Allowed Professional Fees due and payable by the Debtors. For the avoidance of doubt and notwithstanding anything to the contrary herein, in the DIP ABL Credit Facilities, the DIP Term Loan Facility, or in any Prepetition Secured Facilities, (A) the amounts set forth in clauses (i), (ii), and (iv) of the definition of “Carve Out” shall be senior to all liens and claims securing the DIP ABL Credit Facilities or the DIP Term Loan Facility, the Adequate Protection Liens, and the Adequate Protection Superpriority Claims, and any and all other forms of adequate protection, liens, or claims securing the DIP ABL Obligations, the DIP Term Loan Obligations, or the Prepetition Secured Obligations and (B) the amounts set forth in clauses (i), (ii) and (iii) of

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the definition of “Carve Out” shall be senior to (x) all liens and claims securing the DIP Term Loan Facility, the Prepetition Term Loan Adequate Protection Liens, and the Prepetition Term Loan Superpriority Claim, and any and all other forms of adequate protection, liens, or claims securing the DIP Term Loan Obligations or the Prepetition Term Loan Obligations and (y) shall be senior to all liens and claims securing the DIP ABL Credit Facilities, the Prepetition Revolver Adequate Protection Liens, and the Prepetition Revolver Superpriority Claim, and any and all other forms of adequate protection, liens, or claims securing the DIP ABL Obligations or the Prepetition Revolver Obligations, except, in each case of this clause (y), for any liens on the Prepetition Revolver Primary Collateral and/or the DIP Revolver Primary Collateral (as set forth in clauses (A) and (B), the “Carve Out Priority Scheme”). (iii)

No Direct Obligation To Pay Allowed Professional Fees. The DIP

Agents and the DIP Lenders shall not be responsible for the payment or reimbursement of any fees or disbursements of any Professional Person incurred in connection with the Cases or any Successor Cases under any chapter of the Bankruptcy Code. Nothing in this Interim Order or otherwise shall be construed to obligate the DIP Agents or the DIP Lenders, in any way, to pay compensation to, or to reimburse expenses of, any Professional Person or to guarantee that the Debtors have sufficient funds to pay such compensation or reimbursement. (iv)

Payment of Allowed Professional Fees Prior to the Termination

Declaration Date. Any payment or reimbursement made prior to the occurrence of the Termination Declaration Date in respect of any Allowed Professional Fees shall not reduce the Carve Out. (v)

Payment of Carve Out On or After the Termination Declaration

Date. Any payment or reimbursement made on or after the occurrence of the Termination

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Declaration Date in respect of any Allowed Professional Fees shall permanently reduce the Carve Out on a dollar-for-dollar basis. Any funding of the Carve Out shall be added to, and made a part of, the DIP ABL Obligations and/or the DIP Term Loan Obligations, as applicable, secured by the DIP Collateral and shall be otherwise entitled to the protections granted under this Interim Order, the DIP ABL Documents, the DIP Term Loan Documents, the Bankruptcy Code, and applicable law. 41.

Limitations on Use of DIP Proceeds, Cash Collateral and Carve Out. The

DIP Facilities, the DIP Collateral, the Prepetition Collateral, the Cash Collateral and the Carve Out may not be used in connection with: (a) preventing, hindering, or delaying any of the DIP Agents’, the DIP Lenders’, the Prepetition Revolver Parties’ or the Prepetition Term Loan Parties’ enforcement or realization upon any of the DIP Collateral or Prepetition Collateral; (b) using or seeking to use Cash Collateral or selling or otherwise disposing of DIP Collateral without the consent of the DIP Agents; (c) using or seeking to use any insurance proceeds constituting DIP Collateral without the consent of the DIP Agents; (d) incurring Indebtedness (as defined in the DIP ABL Agreement or the DIP Term Loan Agreement) without the prior consent of the DIP Agents, except to the extent permitted under the DIP Agreements; (e) seeking to amend or modify any of the rights granted to the DIP Agents, the DIP Lenders, or the Prepetition Secured Parties under this Interim Order, the DIP Documents, or the Prepetition Documents, including seeking to use Cash Collateral and/or DIP Collateral on a contested basis; (f) objecting to or challenging in any way the DIP Liens, DIP Obligations, Prepetition Liens, Prepetition Secured Obligations, DIP Collateral (including Cash Collateral) or, as the case may be, Prepetition Collateral, or any other claims or liens, held by or on behalf of any of the DIP Agents, the DIP Lenders, or the Prepetition Secured Parties, respectively; (g) asserting,

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commencing or prosecuting any claims or causes of action whatsoever, including, without limitation, any actions under Chapter 5 of the Bankruptcy Code or applicable state law equivalents or actions to recover or disgorge payments, against any of the DIP Agents, the DIP Lenders, the Prepetition Secured Parties, or any of their respective affiliates, agents, attorneys, advisors, professionals, officers, directors and employees; (h) litigating, objecting to, challenging, or contesting in any manner, or raising any defenses to, the validity, extent, amount, perfection, priority, or enforceability of any of the DIP Obligations, the DIP Liens, the Prepetition Liens, Prepetition Secured Obligations or any other rights or interests of any of the DIP Agents, the DIP Lenders, the Prepetition Secured Parties; or (i) seeking to subordinate, recharacterize, disallow or avoid the DIP Obligations or the Prepetition Secured Obligations; provided, however, that the Carve Out and such collateral proceeds and loans under the DIP Documents may be used for allowed fees and expenses, in an amount not to exceed $50,000 in the aggregate, incurred solely by a Creditors’ Committee (if appointed), in investigating (but not prosecuting or challenging) the validity, enforceability, perfection, priority or extent of the Prepetition Liens within sixty (60) calendar days following the selection of counsel to a Creditors’ Committee (the “Limited Amount”); and provided, further, that during the Remedies Notice Period the Debtors and a Creditors’ Committee (if appointed) shall be entitled to an emergency hearing before the US Bankruptcy Court to (x) contest whether an Event of Default has occurred and/or is continuing and (y) seek to continue using Cash collateral notwithstanding that an Event of Default has occurred. Notwithstanding anything to the contrary, any fees, expenses or costs incurred by Committee Professionals in excess of the Limited Amount or in excess of the amount budgeted for Committee Professionals set forth in the DIP Budget shall not constitute an allowable administrative expense claim, including for purposes of section

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1129(a)(9)(A) of the Bankruptcy Code. 42.

Payment of Compensation. Nothing herein shall be construed as a consent

to the allowance of any professional fees or expenses of any Professional Person or shall affect the right of the DIP Agents, the DIP Lenders, the Prepetition Revolver Parties, or the Prepetition Term Loan Parties to object to the allowance and payment of such fees and expenses. So long as an unwaived Event of Default has not occurred, the Debtors shall be permitted to pay fees and expenses allowed and payable by final order (that has not been vacated or stayed, unless the stay has been vacated) under sections 328, 330, 331, and 363 of the Bankruptcy Code, as the same may be due and payable, as reflected in the most recent Budget provided by the Debtors to the DIP Agents. 43.

Effect of Stipulations on Third Parties. (i)

Generally. The admissions, stipulations, agreements, releases, and

waivers set forth in this Interim Order (collectively, the â&#x20AC;&#x153;Prepetition Lien and Claim Mattersâ&#x20AC;?) are and shall be binding on the Debtors, any subsequent trustee, responsible person, examiner with expanded powers, any other estate representative, and all creditors and parties in interest and all of their successors in interest and assigns, including, without limitation, any official committee that may be appointed in these cases, unless, and solely to the extent that, a party in interest with standing and requisite authority (other than the Debtors, as to which any Challenge (as defined below) is irrevocably waived and relinquished) (i) has timely filed the appropriate pleadings, and timely commenced the appropriate proceeding required under the Bankruptcy Code and Bankruptcy Rules, including, without limitation, as required pursuant to Part VII of the Bankruptcy Rules (in each case subject to the limitations set forth in paragraph __ of this Interim Order) challenging the Prepetition Lien and Claim Matters (each such proceeding or appropriate

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pleading commencing a proceeding or other contested matter, a “Challenge”) by no later than (1) with respect to parties in interest other than the Creditors’ Committee, 45 days from the date of entry of this Interim Order and (2) with respect to the Creditors’ Committee, 45 days from the appointment of the Creditors’ Committee, if any, (as applicable for clauses (1) and (2), the “Challenge Deadline”), as such applicable date may be extended in writing from time to time in the sole discretion of the Prepetition Revolver Agent (with respect to the Prepetition Revolver Documents) and the Prepetition Term Loan Agent (with respect to the Prepetition Term Loan Documents), or by this Court for good cause shown pursuant to an application filed by a party in interest prior to the expiration of the Challenge Deadline, and (ii) this Court enters judgment in favor of the plaintiff or movant in any such timely and properly commenced Challenge proceeding and any such judgment has become a final judgment that is not subject to any further review or appeal. (ii)

Binding Effect. To the extent no Challenge is timely and properly

commenced by the Challenge Deadline, or to the extent such proceeding does not result in a final and non-appealable judgment or order of this Court that is inconsistent with the Prepetition Lien and Claim Matters, then, without further notice, motion, or application to, order of, or hearing before, this Court and without the need or requirement to file any proof of claim, the Prepetition Lien and Claim Matters shall, pursuant to this Interim Order, become binding, conclusive, and final on any person, entity, or party in interest in the Cases, and their successors and assigns, and in any Successor Case for all purposes and shall not be subject to challenge or objection by any party in interest, including, without limitation, a trustee, responsible individual, examiner with expanded powers, or other representative of the Debtors’ estates. Notwithstanding anything to the contrary herein, if any such proceeding is properly and timely commenced, the Prepetition

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Lien and Claim Matters shall nonetheless remain binding on all other parties in interest and preclusive as provided in subparagraph (a) above except to the extent that any of such Prepetition Lien and Claim Matters is expressly the subject of a timely and properly filed Challenge, which Challenge is successful as set forth in a final judgment as provided in paragraph (-)(a)(ii), and only as to plaintiffs or movants that have complied with the terms hereof. To the extent any such Challenge proceeding is timely and properly commenced, the Prepetition Secured Parties shall be entitled to payment of the related costs and expenses, including, but not limited to, reasonable attorneys’ fees, incurred under the Prepetition Documents in defending themselves in any such proceeding as adequate protection. 44.

No Third Party Rights. Except as explicitly provided for herein, this

Interim Order does not create any rights for the benefit of any third party, creditor, equity holder or any direct, indirect, or incidental beneficiary. 45.

Section 506(c) Claims. Subject to entry of a Final Order, no costs or

expenses of administration which have been or may be incurred in the Cases at any time shall be charged against the DIP Agents, DIP Lenders, the Prepetition Revolver Parties or the Prepetition Term Loan Parties, or any of their respective claims, the DIP Collateral, or the Prepetition Collateral pursuant to sections 105 or 506(c) of the Bankruptcy Code, or otherwise, without the prior written consent, as applicable, of the DIP Agents, DIP Lenders, Prepetition Revolver Parties or Prepetition Term Loan Parties, as applicable, and no such consent shall be implied from any other action, inaction, or acquiescence by any such agents or lenders. 46.

No Marshaling/Applications of Proceeds. The DIP Agents, DIP Lenders,

Prepetition Revolver Parties and Prepetition Term Loan Parties shall not be subject to the equitable doctrine of “marshaling” or any other similar doctrine with respect to any of the DIP

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Collateral or the Prepetition Collateral, as the case may be, and proceeds shall be received and applied pursuant to this Interim Order and the DIP Documents notwithstanding any other agreement or provision to the contrary. 47.

Section 552(b). Subject to entry of a Final Order, the Prepetition Revolver

Parties and Prepetition Term Loan Parties shall each be entitled to all of the rights and benefits of section 552(h) of the Bankruptcy Code, and the “equities of the case” exception under section 552(b) of the Bankruptcy Code shall not apply to the Prepetition Revolver Parties or Prepetition Term Loan Parties, with respect to proceeds, product, offspring or profits of any of the Prepetition Collateral. 48.

Access to DIP Collateral. Notwithstanding anything contained herein to

the contrary and without limiting any other rights or remedies of the DIP Agents, exercisable on behalf of the DIP ABL Lenders and DIP Term Loan Lenders, respectively, contained in this Interim Order, the DIP ABL Documents, the DIP Term Loan Documents, or otherwise available at law or in equity, and subject to the terms of the DIP ABL Documents and DIP Term Loan Documents, upon written notice to the landlord of any leased premises that an Event of Default or the Termination Date has occurred and is continuing, the DIP ABL Agent or DIP Term Loan Agent, as applicable, may, subject to the applicable notice provisions, if any, in this Interim Order and any separate applicable agreement by and between such landlord and the DIP ABL Agent or DIP Term Loan Agent, enter upon any leased premises of the Debtors or any other party for the purpose of exercising any remedy with respect to DIP Collateral located thereon and shall be entitled to all of the Debtors’ rights and privileges as lessee under such lease without interference from the landlords thereunder, provided that the DIP ABL Agent and/or DIP Term Loan Agent, as applicable, shall be obligated only to pay rent of the Debtors that first accrues

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after the written notice referenced above and that is payable during the period of such occupancy by the DIP ABL Agent and/or DIP Term Loan Agent, as applicable, calculated on a daily per diem basis. Nothing herein shall require the DIP ABL Agent or DIP Term Loan Agent to assume any lease as a condition to the rights afforded in this paragraph. In addition, any landlord’s lien, right of distraint or levy, security interest, or other interest that any landlord, warehousemen, or landlord’s mortgagee may have in any DIP Collateral of the Debtors located on such leased premises, to the extent the same is not void under section 545 of the Bankruptcy Code, is hereby subordinated to the DIP ABL Obligations, DIP Term Loan Obligations, DIP ABL Liens, DIP Term Loan Liens, and DIP Superpriority Claims. 49.

Limits on Lender Liability. Nothing in this Interim Order or in any of the

DIP ABL Documents, DIP Term Loan Documents, Prepetition Documents, or any other documents related thereto shall in any way be construed or interpreted to impose or allow the imposition upon the DIP Agents, the DIP Lenders or the Prepetition Secured Parties of any liability for any claims arising from any activities by the Debtors in the operation of their businesses or in connection with the administration of these Cases. The DIP Agents, the DIP Lenders and the Prepetition Secured Parties shall not be deemed in control of the operations of the Debtors or to be acting as a “responsible person” or “owner or operator” with respect to the operation or management of the Debtors (as such terms, or any similar terms, are used in the United States Comprehensive Environmental Response, Compensation and Liability Act, 29 U.S.C. §§ 9601 et seq., as amended, or any similar federal or state statute). Nothing in this Interim Order, the DIP ABL Documents, or the DIP Term Loan Documents, shall in any way be construed or interpreted to impose or allow the imposition upon the DIP Agents, the DIP Lenders, the DIP Term Loan Secured Parties, or any of the Prepetition Secured Parties of any

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liability for any claims arising from the prepetition or postpetition activities of any of the Debtors. 50.

Insurance Proceeds and Policies. Upon entry of this Interim Order and to

the fullest extent provided by applicable law, the DIP ABL Agent (on behalf of the DIP ABL Lenders), the DIP Term Loan Agent (on behalf of the DIP Term Loan Lenders), the Prepetition Revolver Agent (on behalf of the Prepetition Revolver Lenders), and the Prepetition Term Loan Agent (on behalf of the Prepetition Term Loan Lenders), shall be, and shall be deemed to be, without any further action or notice, named as additional insured and loss payee on each insurance policy maintained by the Debtors that in any way relates to the DIP Collateral. 51.

Joint and Several Liability.

Nothing in this Interim Order shall be

construed to constitute a substantive consolidation of any of the Debtorsâ&#x20AC;&#x2122; estates, it being understood, however, that the Borrower and Guarantors shall be jointly and severally liable for the obligations hereunder and all DIP Obligations in accordance with the terms hereof and of the DIP Facilities and the DIP Documents. 52.

Unwinding

Pay

Down

Prepetition

Secured

Obligations.

Notwithstanding anything in this Interim Order to the contrary and to the fullest extent permitted by Local Rule 4001-2(k)(3), the Court may unwind, after notice and hearing, any pay down of Prepetition Secured Obligations in the event that there is a timely and successful challenge to the validity, enforceability, extent, perfection, or priority of the applicable Prepetition Secured Partyâ&#x20AC;&#x2122;s claims or liens, or a determination that the applicable Prepetition Secured Obligations are under-secured as of the Petition Date, and the pay down of such Prepetition Secured Obligations unduly advantaged the applicable Prepetition Secured Party. 53.

Rights Preserved. Notwithstanding anything herein to the contrary, the

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entry of this Interim Order is without prejudice to, and does not constitute a waiver of, expressly or implicitly: (a) the DIP Agents’, DIP Lenders’, Prepetition Revolver Parties’, and Prepetition Term Loan Parties’ right to seek any other or supplemental relief in respect of the Debtors; (b) any of the rights of any of the DIP Agents, DIP Lenders, Prepetition Revolver Parties and/or the Prepetition Term Loan Parties under the Bankruptcy Code or under non-bankruptcy law, including, without limitation, the right to (i) request modification of the automatic stay of section 362 of the Bankruptcy Code, (ii) request dismissal of any of the Cases or Successor Cases, conversion of any of the Cases to cases under Chapter 7, or appointment of a Chapter 11 trustee or examiner with expanded powers, or (iii) propose, subject to the provisions of section 1121 of the Bankruptcy Code, a Chapter 11 plan or plans; or (c) subject to the Intercreditor Agreement, any other rights, claims or privileges (whether legal, equitable or otherwise) of any of the DIP Agents, DIP Lenders, Prepetition Revolver Parties or Prepetition Term Loan Parties. Notwithstanding anything herein to the contrary, the entry of this Interim Order is without prejudice to, and does not constitute a waiver of, expressly or implicitly, the Debtors’, a Creditors’ Committee’s (if appointed) or any party in interest’s right to oppose any of the relief requested in accordance with the immediately preceding sentence except as expressly set forth in this Interim Order. Entry of this Order is without prejudice to any and all rights of any party in interest with respect to the terms and approval of the Final Order and any other position which any party in interest deems appropriate to raise in the Debtors’ Chapter 11 cases. 54.

No Waiver by Failure to Seek Relief. The failure of the DIP Agents, DIP

Lenders, Prepetition Revolver Parties or Prepetition Term Loan Parties to seek relief or otherwise exercise their rights and remedies under this Interim Order, the DIP Documents, the Prepetition Documents, or applicable law, as the case may be, shall not constitute a waiver of

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any of the rights hereunder, thereunder, or otherwise of the DIP Agent, DIP Lenders, Prepetition Revolver Parties, Prepetition Term Loan Parties, Creditorsâ&#x20AC;&#x2122; Committee (if appointed) or any party in interest. 55.

Binding Effect of Interim Order. Immediately upon execution by this

Court, the terms and provisions of this Interim Order shall become valid and binding upon and inure to the benefit of the Debtors, DIP Agents, DIP Lenders, Prepetition Revolver Parties, Prepetition Term Loan Parties, all other creditors of any of the Debtors, any Creditorsâ&#x20AC;&#x2122; Committee (or any other court appointed committee) appointed in the Cases, and all other parties-in-interest and their respective successors and assigns, including any trustee or other fiduciary hereafter appointed in any of the Cases, any Successor Cases, or upon dismissal of any Case or Successor Case. 56.

No Modification of Interim Order. Until and unless the DIP Obligations

and the Prepetition Secured Obligations have been indefeasibly paid in full in cash, and all letters of credit under the DIP Facilities shall have been cancelled, backed, or cash collateralized in accordance with the terms thereof (such payment being without prejudice to any terms or provisions contained in the DIP Facilities which survive such discharge by their terms), and all commitments to extend credit under the DIP Facilities have been terminated, the Debtors irrevocably waive the right to seek and shall not seek or consent to, directly or indirectly: (a) without the prior written consent of the DIP Agents (or the Prepetition Agents) and the Roll-Up Lenders, (i) any modification, stay, vacatur or amendment to this Interim Order; or (ii) a priority claim for any administrative expense or unsecured claim against the Debtors (now existing or hereafter arising of any kind or nature whatsoever, including, without limitation any administrative expense of the kind specified in sections 503(b), 506(c), 507(a) or 507(b) of the

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Bankruptcy Code) in any of the Cases or Successor Cases, equal or superior to the DIP Superpriority Claims or Adequate Protection Superpriority Claims, other than the Carve Out; (b) without the prior written consent of the DIP Agents (or the Prepetition Agents) and the RollUp Lenders for any order allowing use of Cash Collateral (other than as permitted during the Remedies Notice Period) resulting from DIP Collateral or Prepetition Collateral; (c) without the prior written consent of the DIP Agents and the Roll-Up Lenders, any lien on any of the DIP Collateral with priority equal or superior to the DIP Liens, except as specifically provided in the DIP Documents; or (d) without the prior written consent of the Prepetition Agents and the Existing Tranche A Lenders, any lien on any of the DIP Collateral with priority equal or superior to the Prepetition Liens or Adequate Protection Liens. The Debtors irrevocably waive any right to seek any amendment, modification or extension of this Interim Order without the prior written consent, as provided in the foregoing, of the DIP Agents (or the Prepetition Agents) and the RollUp Lenders and no such consent shall be implied by any other action, inaction or acquiescence of the DIP Agents or the Prepetition Agents or the Roll-Up Lenders. 57.

Continuing Effect of Intercreditor Agreement. The Debtors, DIP Agents,

DIP Lenders, Prepetition Revolver Parties and Prepetition Term Loan Parties each shall be bound by, and in all respects of the DIP Facilities shall be governed by, and be subject to all the terms, provisions and restrictions of the Intercreditor Agreement, except as may be expressly modified by this Interim Order; provided, however, that the reference therein to the â&#x20AC;&#x153;Term Loan Collateral Accountsâ&#x20AC;? (as defined in the Intercreditor Agreement) shall be deemed to be a reference to the Term Loan Collateral Account (as defined in the DIP Term Loan Agreement) and the DIP Term Loan Cash Collateral Account. 58.

Interim Order Controls. In the event of any inconsistency between the

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terms and conditions of the DIP Documents and of this Interim Order, the provisions of this Interim Order shall govern and control. 59.

Discharge. The DIP ABL Obligations, the DIP Term Loan Obligations,

and the obligations of the Debtors with respect to the adequate protection provided herein shall not be discharged by the entry of an order confirming any plan of reorganization in any of the Cases, notwithstanding the provisions of section 1141(d) of the Bankruptcy Code, unless such obligations have been indefeasibly paid in full in cash, on or before the effective date of such confirmed plan of reorganization, or each of the DIP ABL Agent, DIP Term Loan Agent, DIP ABL Lenders, and DIP Term Loan Lenders, and each of the Prepetition Revolver Agent and the Prepetition Term Loan Lenders, as applicable, has otherwise agreed in writing. None of the Debtors shall propose or support any plan of reorganization or sale of all or substantially all of the Debtors’ assets, or order confirming such plan or approving such sale, that is not conditioned upon the indefeasible payment of the DIP ABL Obligations (in the case of the sale of DIP ABL Primary Collateral) and DIP Term Loan Obligations (in the case of the sale of DIP Term Loan Primary Collateral), and the payment of the Debtors’ obligations with respect to the adequate protection provided for herein, in full in cash within a commercially reasonable period of time (and in no event later than the effective date of such plan of reorganization or sale) (a “Prohibited Plan or Sale”) without the written consent of each of the DIP ABL Agent, DIP Term Loan Agent, DIP ABL Lenders, and DIP Term Loan Lenders, and each of the Prepetition Revolver Agent and the Prepetition Term Loan Lenders, as applicable. For the avoidance of doubt, the Debtors’ proposal or support of a Prohibited Plan or Sale, or the entry of an order with respect thereto, shall constitute an Event of Default hereunder and under the DIP ABL Documents and DIP Term Loan Documents.

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Survival. The provisions of this Interim Order and any actions taken

pursuant hereto shall survive entry of any order which may be entered: (a) confirming any plan of reorganization in any of the Cases; (b) converting any of the Cases to a case under Chapter 7 of the Bankruptcy Code; (c) dismissing any of the Cases or any Successor Cases; or (d) pursuant to which this Court abstains from hearing any of the Cases or Successor Cases. The terms and provisions of this Interim Order, including the claims, liens, security interests and other protections granted to the DIP Agents, DIP Lenders, Prepetition Revolver Parties and Prepetition Term Loan Parties granted pursuant to this Interim Order and/or the DIP Documents, notwithstanding the entry of any such order, shall continue in the Cases, in any Successor Cases, or following dismissal of the Cases or any Successor Cases, and shall maintain their priority as provided by this Interim Order until: (i) in respect of the DIP ABL Credit Facilities, all the DIP ABL Obligations, pursuant to the DIP ABL Documents and this Interim Order, have been indefeasibly paid in full in cash and all letters of credit under the DIP ABL Credit Facilities shall have been cancelled or cash collateralized in accordance with the terms thereof (such payment being without prejudice to any terms or provisions contained in the DIP ABL Credit Facilities which survive such discharge by their terms), and all commitments to extend credit under the DIP ABL Credit Facilities are terminated; (ii) in respect of the Prepetition Revolver Facility, all of the Prepetition Revolver Obligations pursuant to the Prepetition Revolver Documents and this Interim Order, have been indefeasibly paid in full in cash; (iii) in respect of the DIP Term Loan Credit Facility, all the DIP Term Loan Obligations, pursuant to the DIP Term Loan Documents and this Interim Order, have been indefeasibly paid in full in cash; and (iv) in respect of the Prepetition Term Loan Agreement, all of the Prepetition Term Loan Obligations pursuant to the Prepetition Term Loan Documents and this Interim Order have been indefeasibly paid in full in

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cash. The terms and provisions concerning the indemnification of the DIP Agents and DIP Lenders shall continue in the Cases, in any Successor Cases, following dismissal of the Cases or any Successor Cases, following termination of the DIP Documents and/or the indefeasible repayment of the DIP Obligations. In addition, the terms and provisions of this Interim Order shall continue in full force and effect for the benefit of the Prepetition Term Loan Parties notwithstanding the repayment in full of or termination of the DIP ABL Obligations or the Prepetition Revolver Obligations. 61.

Final Hearing. The Final Hearing to consider entry of the Final Order and

final, approval of the DIP Facilities is scheduled for [_______] at [___] p.m. (EST) before the Honorable Mary Kay Vyskocil, United States Bankruptcy Judge, in Courtroom 501 at the United States Bankruptcy Court for the Southern District of New York. On or before [_________], 2017, the Debtors shall serve, by United States mail, first-class postage prepaid, notice of the entry of this Interim Order and of the Final Hearing (the “Final Hearing Notice”), together with copies of this Interim Order, the proposed Final Order and the DIP Motion, on: (a) the parties having been given notice of the Interim Hearing; (b) any party which has filed prior to such date a request for notices with this Court; (c) counsel for a Creditors’ Committee (if appointed); (d) the Securities and Exchange Commission; and (e) the Internal Revenue Service. The Final Hearing Notice shall state that any party in interest objecting to the entry of the proposed Final Order shall file written objections with the Clerk of the Court no later than on [____________] at 4:00 p.m. (EST), which objections shall be served so as to be received on or before such date by: (i) counsel to the Debtors, Kirkland & Ellis LLP, 300 North LaSalle Street, Chicago, Illinois 60654, Attn: Benjamin M. Rhode (benajmin.rhode@kirkland.com) and John R. Luze (john.luze@kirkland.com); (ii) counsel to the DIP ABL Agent and Prepetition Revolver Agent,

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Morgan, Lewis & Bockius LLP, One Federal Street, Boston, MA, 02110-1726, Attn: Julia FrostDavies

(julia.frost-davies@morganlewis.com)

and

Christopher

Carter

(christopher.carter@morganlewis.com), and 101 Park Avenue, New York, New York 101780060, Attn: Robert A.J. Barry (robert.barry@morganlewis.com); (iii) counsel to the DIP Term Loan Agent and Tranche B Lenders, Weil, Gotshal & Manges, LLP, 767 Fifth Avenue, New York,

10153,

Attn: Matt

Barr

(matt.barr@weil.com)

and

Adam

Lavine

(adam.lavine@weil.com); (iv) counsel to the Roll-Up Lenders and the Existing Tranche A Lenders, Curtis, Mallet-Prevost, Colt & Mosle LLP, 101 Park Avenue, New York, NY 10178, Attn: Steven J. Reisman (sreisman@curtis.com) and Cindi M. Giglio (cgiglio@curtis.com); (v) counsel the Debtorsâ&#x20AC;&#x2122; prepetition new tranche A term loan lenders, Winston & Strawn LLP, 200 Park Avenue, New York, New York 10166-4193, Attn: Jordan S. Traister (jtraister@winston.com );and (vi) counsel to a Creditorsâ&#x20AC;&#x2122; Committee (if appointed). 62.

Nunc Pro Tunc Effect of this Interim Order. This Interim Order shall

constitute findings of fact and conclusions of law pursuant to Bankruptcy Rule 7052 and shall take effect and be enforceable nunc pro tunc to the Petition Date immediately upon execution thereof. 63.

Retention of Jurisdiction. The Court has and will retain jurisdiction to

enforce the terms of, any and all matters arising from or related to the DIP Facilities, and/or this Interim Order. SO ORDERED by the Court this ___ day of ___________, 2017.

UNITED STATES BANKRUPTCY JUDGE

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Exhibit 1 Milestones

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The Borrower shall comply with the following chapter 11 case milestones (the “Plan Milestones”): (a) On March 1, 2017, the Borrower shall have filed a motion seeking approval of the DIP ABL Facility and DIP Term Loan Facility; (b) On or before March 3, 2017, an interim order approving the DIP ABL Facility and DIP Term Loan Facility on an interim basis, in form and substance satisfactory to the DIP ABL Lenders and DIP Term Lenders in their sole and absolute discretion, shall have been entered by the Bankruptcy Court; (c) On or before March 25, 2017, the Debtors shall have filed a chapter 11 plan of reorganization and related disclosure statement, each in form and substance acceptable to the DIP ABL Lenders, the DIP Term Lenders, and the Tranche B Lenders in their sole and absolute discretion (any such chapter 11 plan, an “Acceptable Plan”); (d) On or before March 30, 2017, a final order approving the DIP ABL Facility and DIP Term Loan Facility on a final basis, in form and substance satisfactory to the DIP ABL Lenders and DIP Term Lenders in their sole and absolute discretion, shall have been entered by the Bankruptcy Court; (e) The Borrower shall have executed an agreement to sponsor an Acceptable Plan (which agreement may include asset purchase related provisions) by May 25, 2017, with such agreement being acceptable to the DIP ABL Lenders, DIP Term Lenders, and Tranche B Lenders in their sole and absolute discretion; (f) On or before May 30, 2017, the Bankruptcy Court shall have entered an order approving the disclosure statement and plan solicitation procedures acceptable to the DIP ABL Lenders, DIP Term Lenders, and Tranche B Lenders; (g) On or before July 10, 2017, the Borrower shall have obtained an order from the Bankruptcy Court confirming an Acceptable Plan in form and substance acceptable to the DIP ABL Lenders, the DIP Term Lenders, and the Tranche B Lenders in their sole and absolute discretion; and (h) On or before July 28, 2017, the effective date of the Plan shall have occurred in accordance with its terms, and the Borrower shall have emerged from chapter 11. As part of the plan process outlined in the Plan Milestones above (the “Plan Process”), the Debtors shall engage in a Marketing Process (as defined below) designed to ensure the Debtors the ability to consummate the sale of some or all of Debtors’ assets or new common equity interests in reorganized BCBG Max Azria Global Holdings, LLC (the “Purchased Assets”) in connection with consummation of an Approved Plan to the party determined to have made the highest or otherwise best bid at the Auction. “Marketing Process” shall mean the implementation of bidding procedures in respect of the Purchased Assets, which complies with the following milestones (the “Marketing Milestones” and together with the Plan Milestones, the “Milestones”): (i) On the Petition Date, the Debtors shall have filed a motion (the “Bid Procedures Motion”) with the Bankruptcy Court to approve bid procedures and establish the date of an auction to determine the “Winning Bidder” for the Purchased Assets (the “Auction”). The Bid Procedures Motion will allow for the selection of a stalking horse bidder and

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entry into a plan support agreement (which agreement may include asset purchase related provisions) with the stalking horse bidder; (j) On or before March 10, 2017, the Borrower shall have distributed to the parties identified by an investment banker or other similar consultant (an “Investment Banker”) reasonably acceptable to the DIP ABL Agent and DIP Term Loan Agent informational packages and solicitations for bids, in form and substance reasonably satisfactory to the DIP ABL Agent, DIP Term Loan Agent, and Tranche B Lenders, for a sale of the Purchased Assets; (k) On or before March 30, 2017, the Bankruptcy Court shall have entered an order approving the Bid Procedures Motion (the “Bid Procedures Order”), in form and substance acceptable to the DIP ABL Lenders, DIP Term Lenders, and Tranche B Lenders in their sole and absolute discretion. The Bid Procedures Order shall establish a deadline (i) for the submission of non-binding indications of interest for the Purchased Assets (or any subset thereof) of April 5, 2017 and (ii) for the submission of binding bids for the Purchased Assets (or any subset thereof) of May 15, 2017; (l) On or before April 6, 2017, the Debtors shall provide the DIP ABL Lenders, the DIP Term Lenders, and the Tranche B Lenders access to all non-binding indications of interest for the Purchased Assets (or any subset thereof) received by the Debtors or the Investment Banker; (m) On April 14, 2017, the DIP Term Loan Lenders shall make a determination (in their sole and absolute discretion) regarding the acceptability of the non-binding indications of interest. If (i) the non-binding indications of interest are unacceptable to the DIP Term Loan Lenders in their sole and absolute discretion and (ii) the Debtors have otherwise failed to deliver a business plan in form and substance acceptable to the DIP Term Loan Lenders in their sole and absolute discretion by April 14, 2017, the DIP Term Loan Lenders shall deliver written notice of same, which delivery shall constitute the occurrence of an Event of Default under the DIP ABL Credit Agreement and the DIP Term Loan Credit Agreement. (n) On or before May 22, 2017, the Debtors shall have commenced the Auction for the Purchased Assets (if qualified bids are received). Permitted Store Closing Sales (US) •

On or before March 2, 2017, the Borrower shall have obtained approval from the Bankruptcy Court (and corresponding Canadian Court approval) to retain Hilco Merchant Resources, LLC and Gordon Brothers Retail Partners, LLC (collectively, and together with their affiliates, the “Liquidation Agents”) to assist the Borrower in conducting going out of business liquidation sales at 120 of the Borrowers’ retail store locations (the “Permitted Store Closing Sales”) as described in that certain letter agreement governing Inventory Disposition, dated on or about February 1, 2017, by and among the Borrower and the Liquidation Agents, on a fee basis and otherwise on terms and conditions, including fee consideration, satisfactory to the Administrative Agent.

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On or before April 30, 2017 the Borrower shall have completed the Permitted Store Closing Sales, pursuant to the terms of the relevant documentation and Bankruptcy Court and Canadian Court orders.

Canadian Liquidation Process •

On or before March 3, 2017, the Canadian Debtor shall have obtained approval from the Canadian Court to retain the Liquidation Agent to assist the Canadian Debtor in conducting going out of business liquidation sales at the Canadian Debtor’s 51 standalone retail store locations (the “Canadian Store Closing Sales”) as described in that certain letter agreement dated on or about February 24, 2017, by and among the Canadian Debtor and the Liquidation Agents, on a fee basis and otherwise on terms and conditions, including fee consideration, satisfactory to the Administrative Agent.

•

On or before May 31, 2017 the Borrower shall have completed the Canadian Store Closing Sales, pursuant to the terms of the relevant documentation and Canadian Court orders.

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EXHIBIT 1 to EXHIBIT A Budget

[To Be Filed]

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EXHIBIT B [Reserved.]

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EXHIBIT C ABL DIP Agreement

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BCBG MAX AZRIA GROUP, LLC, as the Company, BCBG MAX AZRIA INTERMEDIATE HOLDINGS, LLC, as Holdings, the other Guarantors party hereto, SENIOR SECURED, SUPER-PRIORITY DEBTOR-IN-POSSESSION LOAN AGREEMENT Dated as of March [___], 2017 CERTAIN FINANCIAL INSTITUTIONS, as Lenders And BANK OF AMERICA, N.A., as Administrative Agent BANK OF AMERICA, N.A. and WELLS FARGO BANK, N.A., as Co-Collateral Agents MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and WELLS FARGO BANK, N.A., as Joint-Lead Arrangers and the other financial institutions party hereto as Syndication Agent

DB1/ 90693583.6

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TABLE OF CONTENTS Page SECTION 1.

DEFINITIONS; RULES OF CONSTRUCTION ............................................ 3

1.1

Definitions.............................................................................................................. 3

1.2

Accounting Terms ................................................................................................ 61

1.3

Certain Matters of Construction........................................................................... 62

1.4

Letter of Credit Amounts ..................................................................................... 63

1.5

Times of Day; Rates............................................................................................. 63

1.6

Conversions of Foreign Currencies ..................................................................... 63

SECTION 2. 2.1

2.2

2.3

DB1/ 90693583.6

CREDIT FACILITIES ................................................................................... 63 Commitments ....................................................................................................... 63 2.1.1

Loans .................................................................................................. 63

2.1.2

Notes ................................................................................................... 64

2.1.3

Use of Proceeds .................................................................................. 65

2.1.4

Overadvances; Protective Advances .................................................. 65

Voluntary Reduction or Termination of Commitments ....................................... 66 2.2.1

Voluntary Reduction or Termination of Tranche A Revolver Commitments ..................................................................................... 66

2.2.2

Termination of Tranche A-1 Revolver Commitments ....................... 66

2.2.3

Reserved ............................................................................................. 67

2.2.4

Mandatory Prepayments ..................................................................... 67

Letter of Credit Facility ....................................................................................... 68 2.3.1

Letter of Credit Commitment. ............................................................ 68

2.3.2

Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit ....................................................... 70

2.3.3

Drawings and Reimbursements; Funding of Participations ............... 72

2.3.4

Repayment of Participations............................................................... 74

2.3.5

Obligations Absolute .......................................................................... 74

2.3.6

Role of Issuing Bank .......................................................................... 75

2.3.7

Applicability of ISP and UCP; Limitation of Liability ...................... 76

2.3.8

Conflict with LC Documents.............................................................. 77

2.3.9

Letters of Credit Issued for Subsidiaries ............................................ 77

2.3.10

Existing Letters of Credit ................................................................... 77 -i-

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TABLE OF CONTENTS (continued) Page 2.4

Reserved ............................................................................................................... 77

2.5

Reserved ............................................................................................................... 77

2.6

Reserved ............................................................................................................... 77

2.7

Cash Collateral ..................................................................................................... 77

2.8

SECTION 3. 3.1

3.2

2.7.1

Certain Credit Support Events ............................................................ 77

2.7.2

Grant of Security Interest ................................................................... 78

2.7.3

Application ......................................................................................... 78

2.7.4

Release ................................................................................................ 78

Defaulting Lenders............................................................................................... 78 2.8.1

Adjustments ........................................................................................ 78

2.8.2

Defaulting Lender Cure ...................................................................... 80

INTEREST, FEES AND CHARGES ............................................................ 80 Interest.................................................................................................................. 81 3.1.1

Rates and Payment of Interest ............................................................ 81

3.1.2

Application of Eurodollar Rate to Outstanding Loans ....................... 81

3.1.3

Interest Periods ................................................................................... 82

3.1.4

Interest Rate Not Ascertainable .......................................................... 82

Fees ...................................................................................................................... 83 3.2.1

Commitment Fee ................................................................................ 83

3.2.2

LC Facility Fees ................................................................................. 84

3.2.3

Administrative Agent Fees ................................................................. 84

3.3

Computation of Interest, Fees, Yield Protection .................................................. 84

3.4

Reimbursement Obligations................................................................................. 85

3.5

Illegality ............................................................................................................... 87

3.6

Increased Costs .................................................................................................... 87

3.7

Capital Adequacy ................................................................................................. 89

3.8

Mitigation............................................................................................................. 89

3.9

Funding Losses .................................................................................................... 89

3.10

Maximum Interest ................................................................................................ 90

SECTION 4. DB1/ 90693583.6

LOAN ADMINISTRATION ......................................................................... 90 -ii-

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TABLE OF CONTENTS (continued) Page 4.1

Manner of Borrowing and Funding Loans........................................................... 90 4.1.1

Notice of Borrowing ........................................................................... 90

4.1.2

Fundings by Lenders .......................................................................... 91

4.1.3

Swingline Loans; Settlement .............................................................. 92

4.1.4

Notices ................................................................................................ 93

4.2

[Reserved] ............................................................................................................ 93

4.3

Number and Amount of LIBOR Loans; Determination of Rate.......................... 93

4.4

Borrower Agent ................................................................................................... 93

4.5

Obligations ........................................................................................................... 94

4.6

Effect of Termination ........................................................................................... 94

SECTION 5.

PAYMENTS .................................................................................................. 94

5.1

General Payment Provisions ................................................................................ 94

5.2

Repayment of Loans, Etc ..................................................................................... 95

5.3

Payment of Other Obligations ............................................................................. 95

5.4

Marshaling; Payments Set Aside ......................................................................... 95

5.5

Allocation of Payments ........................................................................................ 96 5.5.1

Pre-Default Allocation of Payments on Obligations .......................... 96

5.5.2

[Reserved]........................................................................................... 97

5.5.3

Post-Default Allocation of Payments to the Obligations ................... 97

5.5.4

[Reserved]........................................................................................... 99

5.5.5

Erroneous Application ........................................................................ 99

5.6

Application of Payments ...................................................................................... 99

5.7

Loan Account; Account Stated ............................................................................ 99

5.8

DB1/ 90693583.6

5.7.1

Loan Account ..................................................................................... 99

5.7.2

Entries Binding ................................................................................... 99

Taxes .................................................................................................................... 99 5.8.1

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes ................................................................................ 99

5.8.2

Payment of Other Taxes by the Borrower ........................................ 100

5.8.3

Tax Indemnifications ........................................................................ 100

-iii-

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TABLE OF CONTENTS (continued) Page 5.8.4

Evidence of Payments ...................................................................... 101

5.8.5

Status of Lenders; Tax Documentation ............................................ 101

5.8.6

Treatment of Certain Refunds .......................................................... 103

5.8.7

Survival............................................................................................. 104

5.9

Currency Matters ............................................................................................... 104

5.10

Nature of Borrower’s Liability .......................................................................... 105

5.11

Super Priority Nature of Obligations and Administrative Agent’s Liens .......... 105

5.12

Payment of Obligations...................................................................................... 105

SECTION 6.

CONDITIONS PRECEDENT ..................................................................... 105

6.1

Conditions Precedent to Effectiveness of Agreement ....................................... 105

6.2

Conditions Precedent to All Credit Extensions ................................................. 109

6.3

[Reserved] .......................................................................................................... 111

6.4

Failure to Satisfy Conditions Precedent ............................................................. 111

SECTION 7. 7.1

DEPOSIT ACCOUNTS AND CASH COLLATERAL .............................. 111 Lien on Deposit Accounts; Cash Collateral ....................................................... 111 7.1.1

Accounts Generally .......................................................................... 111

7.1.2

Company Deposit Accounts ............................................................. 113

7.1.3

[Reserved]......................................................................................... 113

7.1.4

Credit Card Agreements ................................................................... 113

7.2

Real Estate Collateral ......................................................................................... 113

7.3

Further Assurances............................................................................................. 114

SECTION 8. 8.1

8.2

DB1/ 90693583.6

COLLATERAL ADMINISTRATION ........................................................ 114 Borrowing Base Certificates .............................................................................. 114 8.1.1

Borrowing Base Certificates............................................................. 114

8.1.2

Monthly Borrowing Base Certificates .............................................. 114

8.1.3

Calculations ...................................................................................... 114

8.1.4

Other Deliverables ............................................................................ 114

Administration of Accounts ............................................................................... 116 8.2.1

Account Verification ........................................................................ 116

8.2.2

[Reserved]......................................................................................... 116 -iv-

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TABLE OF CONTENTS (continued) Page 8.2.3 8.3

Proceeds of Collateral....................................................................... 116

Administration of Inventory .............................................................................. 116 8.3.1

Records and Reports of Inventory .................................................... 116

8.3.2

Returns of Inventory ......................................................................... 116

8.3.3

Acquisition, Sale and Maintenance .................................................. 116

8.4

Administration of Deposit Accounts ................................................................. 117

8.5

General Provisions ............................................................................................. 117

SECTION 9. 9.1

DB1/ 90693583.6

8.5.1

Location of Collateral ....................................................................... 117

8.5.2

Insurance of Collateral; Condemnation Proceeds ............................ 117

8.5.3

Protection of Collateral..................................................................... 118

8.5.4

Defense of Title to Collateral ........................................................... 118

8.5.5

Power of Attorney ............................................................................ 118

REPRESENTATIONS AND WARRANTIES............................................ 119 General Representations and Warranties ........................................................... 119 9.1.1

Organization and Qualification ........................................................ 119

9.1.2

Power and Authority......................................................................... 119

9.1.3

Enforceability ................................................................................... 119

9.1.4

Capital Structure ............................................................................... 120

9.1.5

Corporate Names; Locations ............................................................ 120

9.1.6

Title to Properties; Priority of Liens ................................................. 120

9.1.7

OFAC; Sanctions .............................................................................. 121

9.1.8

Financial Statements ......................................................................... 121

9.1.9

Surety Obligations ............................................................................ 121

9.1.10

Taxes................................................................................................. 121

9.1.11

Brokers ............................................................................................. 122

9.1.12

Intellectual Property ......................................................................... 122

9.1.13

Governmental Approvals; Other Consents ....................................... 122

9.1.14

Compliance with Laws ..................................................................... 122

9.1.15

Compliance with Environmental Laws ............................................ 123

9.1.16

Term Debt Documents ..................................................................... 123 -v-

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TABLE OF CONTENTS (continued) Page

SECTION 10. 10.1

DB1/ 90693583.6

9.1.17

Litigation .......................................................................................... 123

9.1.18

Insurance; No Casualty..................................................................... 123

9.1.19

No Defaults ....................................................................................... 123

9.1.20

ERISA............................................................................................... 123

9.1.21

Trade Relations ................................................................................. 124

9.1.22

[Reserved]......................................................................................... 125

9.1.23

Not a Regulated Entity ..................................................................... 125

9.1.24

Margin Stock .................................................................................... 125

9.1.25

Plan Assets........................................................................................ 125

9.1.26

Patriot Act; Anti-Corruption Laws ................................................... 125

9.1.27

Complete Disclosure ........................................................................ 126

9.1.28

Restricted Junior Payments .............................................................. 126

9.1.29

Approved Budget.............................................................................. 126

9.1.30

Reorganization Matters .................................................................... 126

COVENANTS AND CONTINUING AGREEMENTS .............................. 127 Affirmative Covenants ....................................................................................... 128 10.1.1

Inspections; Appraisals ..................................................................... 128

10.1.2

Financial and Other Information ...................................................... 128

10.1.3

Notices .............................................................................................. 132

10.1.4

Landlord and Storage Agreements ................................................... 132

10.1.5

Compliance with Laws; Organic Documents ................................... 133

10.1.6

Taxes................................................................................................. 133

10.1.7

Insurance........................................................................................... 133

10.1.8

Licenses ............................................................................................ 133

10.1.9

Subsidiaries....................................................................................... 134

10.1.10

Payment of Obligations .................................................................... 134

10.1.11

Preservation of Existence ................................................................. 134

10.1.12

Maintenance of Properties ................................................................ 134

10.1.13

Compliance with Terms of Leaseholds ............................................ 135

10.1.14

Use of Proceeds ................................................................................ 135 -vi-

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TABLE OF CONTENTS (continued) Page

10.2

DB1/ 90693583.6

10.1.15

Lien Waivers .................................................................................... 135

10.1.16

[Reserved]......................................................................................... 135

10.1.17

Anti-Corruption Laws ...................................................................... 135

10.1.18

Further Assurances ........................................................................... 135

10.1.19

Approved Budget.............................................................................. 136

10.1.20

Required Milestones ......................................................................... 137

10.1.21

Obligorâ&#x20AC;&#x2122;s Advisors ........................................................................... 137

10.1.22

Co-Collateral Agentâ&#x20AC;&#x2122;s Advisors ....................................................... 138

10.1.23

Status of Specified Store Closing Sales; Transaction; Canadian Liquidation ....................................................................................... 138

Negative Covenants ........................................................................................... 138 10.2.1

Permitted Debt .................................................................................. 138

10.2.2

Permitted Liens ................................................................................. 140

10.2.3

[Reserved]......................................................................................... 142

10.2.4

No Further Negative Pledges ............................................................ 142

10.2.5

Cash Accumulation .......................................................................... 142

10.2.6

Restricted Junior Payments .............................................................. 143

10.2.7

Restrictions on Subsidiary Distributions .......................................... 143

10.2.8

Canadian Pension Plans .................................................................... 144

10.2.9

Investments ....................................................................................... 144

10.2.10

Prepayment and Cancellation of Certain Debt ................................. 144

10.2.11

[Reserved]......................................................................................... 145

10.2.12

Fundamental Changes, Disposition of Assets, and Acquisitions ..... 145

10.2.13

Disposal of Subsidiary Interests ....................................................... 146

10.2.14

Sanctions........................................................................................... 146

10.2.15

Transactions with Shareholders and Affiliates ................................. 146

10.2.16

Conduct of Business ......................................................................... 146

10.2.17

Permitted Activities of Holdings and International Holdings .......... 147

10.2.18

Amendments or Waivers of Term Debt Documents, Permitted Term Debt Refinancing, Organic Documents, Contribution Agreement and Exchange Agreement .............................................. 147 -vii-

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TABLE OF CONTENTS (continued) Page

SECTION 11.

10.2.19

Amendments or Waivers of the Services Agreement....................... 147

10.2.20

Accounting Changes; Fiscal Year; Tax Consolidation .................... 147

10.2.21

Margin Regulations .......................................................................... 148

10.2.22

Hedging Agreements ........................................................................ 148

10.2.23

No Speculative Transactions ............................................................ 148

10.2.24

Alternative Transaction .................................................................... 148

10.2.25

Anti-Corruption Laws ...................................................................... 148

10.2.26

Prepayments of Other Debt .............................................................. 148

10.2.27

Repayment of Debt ........................................................................... 148

10.2.28

Reclamation Claims.......................................................................... 148

10.2.29

Insolvency Proceeding Claims ......................................................... 149

10.2.30

Bankruptcy Actions .......................................................................... 149

EVENTS OF DEFAULT; REMEDIES ON DEFAULT ............................. 149

11.1

Events of Default ............................................................................................... 149

11.2

Remedies upon Default ...................................................................................... 155

11.3

License; Access; Cooperation ............................................................................ 156

11.4

Setoff .................................................................................................................. 156

11.5

Remedies Cumulative; No Waiver .................................................................... 157 11.5.1

Cumulative Rights ............................................................................ 157

11.5.2

Waivers ............................................................................................. 157

11.6

Judgment Currency ............................................................................................ 157

11.7

Lift of Stay; Stay of Proceedings ....................................................................... 158

SECTION 12. 12.1

12.2

ADMINISTRATIVE AGENT ..................................................................... 158 Appointment, Authority and Duties of Administrative ..................................... 158 12.1.1

Appointment and Authority of Administrative Agent...................... 158

12.1.2

Duties ................................................................................................ 160

12.1.3

Agent Professionals .......................................................................... 161

12.1.4

Instructions of Required Lenders ..................................................... 161

Agreements Regarding Collateral and Field Examination Reports ................... 162 12.2.1

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Lien Releases; Care of Collateral ..................................................... 162 -viii-

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TABLE OF CONTENTS (continued) Page 12.2.2

Possession of Collateral .................................................................... 162

12.2.3

Reports .............................................................................................. 163

12.3

Reliance By Agents............................................................................................ 163

12.4

Action Upon Default .......................................................................................... 163

12.5

Ratable Sharing .................................................................................................. 163

12.6

Indemnification of Agent Indemnitees and Issuing Bank Indemnitees ............. 164 12.6.1

INDEMNIFICATION ...................................................................... 164

12.6.2

Proceedings....................................................................................... 164

12.7

Limitation on Responsibilities of Administrative Agent ................................... 165

12.8

Successor Agents ............................................................................................... 165

12.9

12.8.1

Resignation; Successor Agent .......................................................... 165

12.8.2

Separate Agent.................................................................................. 167

Due Diligence and Non-Reliance ...................................................................... 167

12.10 Replacement of Certain Lenders ........................................................................ 167 12.11 Remittance of Payments and Collections .......................................................... 168 12.11.1

Remittances Generally...................................................................... 168

12.11.2

Failure to Pay.................................................................................... 168

12.11.3

Recovery of Payments ...................................................................... 168

12.12 Agents in their Individual Capacity ................................................................... 168 12.13 Agent Titles ........................................................................................................ 169 12.14 No Third Party Beneficiaries ............................................................................. 169 12.15 Loan Documents; Intercreditor Agreement ....................................................... 169 12.16 Administrative Agent May File Proofs of Claim; Credit Bidding..................... 169 12.16.1

Proofs of Claim................................................................................. 169

12.16.2

Credit Bid ......................................................................................... 170

12.17 Bank Product Providers ..................................................................................... 170 SECTION 13.

BENEFIT OF AGREEMENT; ASSIGNMENTS AND PARTICIPATIONS ..................................................................................... 171

13.1

Successors and Assigns...................................................................................... 171

13.2

Assignments ....................................................................................................... 171

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TABLE OF CONTENTS (continued) Page

13.3

13.2.1

Assignments by Lenders................................................................... 171

13.2.2

13.2.3

Certain Pledges ................................................................................. 174

13.2.4

Electronic Execution of Assignments .............................................. 174

Participations...................................................................................................... 174 13.3.1

Participations .................................................................................... 174

13.3.2

Limitations upon Participant Rights ................................................. 175

13.4

Tax Treatment .................................................................................................... 175

13.5

Representation of Lenders ................................................................................. 175

SECTION 14. 14.1

MISCELLANEOUS .................................................................................... 176 Consents, Amendments and Waivers ................................................................ 176 14.1.1

Amendment ...................................................................................... 176

14.1.2

Limitations ........................................................................................ 177

14.1.3

Payment for Consents ....................................................................... 177

14.2

Indemnity ........................................................................................................... 177

14.3

Notices and Communications ............................................................................ 178 14.3.1

Notice Address ................................................................................. 178

14.3.2

Electronic Communications; Voice Mail ......................................... 179

14.3.3

Non-Conforming Communications .................................................. 179

14.3.4

Platform ............................................................................................ 180

14.3.5

Change of Address, Etc .................................................................... 180

14.4

Performance of Borrowerâ&#x20AC;&#x2122;s Obligations ............................................................ 180

14.5

Credit Inquiries .................................................................................................. 181

14.6

Severability ........................................................................................................ 181

14.7

Cumulative Effect; Conflict of Terms ............................................................... 181

14.8

Counterparts; Facsimile and Electronic Signatures ........................................... 181

14.9

Entire Agreement ............................................................................................... 181

14.10 Obligations of Lenders Several .......................................................................... 181 14.11 Confidentiality ................................................................................................... 182 14.12 GOVERNING LAW .......................................................................................... 183 DB1/ 90693583.6

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TABLE OF CONTENTS (continued) Page 14.13 Consent to Forum ............................................................................................... 183 14.13.1

Forum ............................................................................................... 183

14.14 Certain Waivers ................................................................................................. 184 14.15 Patriot Act Notice, Etc ....................................................................................... 185 14.15.1

Patriot Act ......................................................................................... 185

14.15.2

Canadian Anti-Money Laundering Legislation ................................ 185

14.16 Survival of Representations and Warranties ...................................................... 185 14.17 No Advisory or Fiduciary Responsibility .......................................................... 186 14.18 California Judicial Reference ............................................................................. 186 14.19 Resignation as Issuing Bank or Provider of Swingline Loans after Assignment ........................................................................................................ 187

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LIST OF EXHIBITS, SCHEDULES AND ANNEX Exhibit A Exhibit B Exhibit C Exhibit D Exhibit E Exhibit F Exhibit G-1 Exhibit G-2 Exhibit H

Form of Tranche A Revolver Note Form of Tranche A-1 Revolver Note [Reserved] Form of Assignment and Assumption Agreement Form of Compliance Certificate Form of Borrowing Base Certificate Form of Notice of Borrowing or Conversion/Continuation Form of Swingline Loan Notice Forms of Tax Compliance Certificates

Schedule 1.1(a) Schedule 1.1(b) Schedule 2.3.1 Schedule 7.1.4 Schedule 7.2 Schedule 8.4 Schedule 8.5.1 Schedule 9.1.4 Schedule 9.1.5 Schedule 9.1.6 Schedule 9.1.8 Schedule 9.1.10 Schedule 9.1.12 Schedule 9.1.15 Schedule 9.1.17 Schedule 9.1.20 Schedule 10.1.20 Schedule 10.2.1 Schedule 10.2.2 Schedule 10.2.9 Schedule 10.2.15 Schedule 14.3

Commitments of Lenders Partner Shop Agreements Existing Letters of Credit and Bankersâ&#x20AC;&#x2122; Acceptances Credit Card Arrangements Mortgaged Real Estate Deposit Accounts Business Locations Names; Capital Structure; Warrants, Etc. Former Names and Companies Real Estate Financial Statements Taxes Patents, Trademarks, Copyrights and Licenses Environmental Matters Litigation Pension Plans Required Milestones Existing Debt Existing Liens Existing Investments Transactions with Shareholders and Affiliates Notice Information

Annex A Annex B

Rights of Co-Collateral Agent Approved Budget

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SENIOR SECURED, SUPER-PRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT THIS SENIOR SECURED, SUPER-PRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT (this “Loan Agreement” or this “Agreement”) is entered into as of March [___], 2017, among BCBG MAX AZRIA GROUP, LLC, a Delaware limited liability company (formerly known as BCBG Max Azria Group, Inc., the “Company” or the “Borrower”), BCBG MAX AZRIA INTERMEDIATE HOLDINGS, LLC, a Delaware limited liability company that is the direct parent company of the Company (“Holdings”), each other Guarantor (as defined below) party hereto, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), BANK OF AMERICA, N.A. (in its individual capacity, “Bank of America”), as Administrative Agent and Issuing Bank and BANK OF AMERICA, N.A. and WELLS FARGO BANK, N.A. (in its individual capacity, “Wells Fargo”), each as a Co-Collateral Agent. R E C I T A L S: WHEREAS, on February 28, 2017, the Borrower, Holdings, MLA Multibrand Holdings, LLC, a Delaware limited liability company (“MLA”), International Holdings, and Max Rave (the Borrower, Holdings, MLA, Global Holdings, International Holdings and Max Rave, collectively, the “U.S. Debtors” and each individually, a “U.S. Debtor”), commenced Chapter 11 Case Nos. 17-[____] through 17-[____], as administratively consolidated at Chapter 11 Case No. 17[_____] (collectively, the “Chapter 11 Cases” and each individually, a “Chapter 11 Case”) with the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”). The U.S. Debtors continue to operate their businesses and manage their properties as debtors and debtors-in-possession pursuant to Sections 1107(a) and 1108 of the Bankruptcy Code. WHEREAS, on March 1, 2017, BCBG Max Azria Canada Inc. (the “Canadian Debtor”, and the Canadian Debtor, together with the U.S. Debtors, collectively, the “Debtors”), will commence a proceeding under Part III, Division I of the BIA by filing a Notice of Intention to make a proposal before the Superior Court of Quebec (Commercial Division) (the “Canadian Court”) in connection with a liquidation of the entire chain of standalone store locations of the Canadian Debtor and the certain other matters (the “BIA Proceeding”); WHEREAS, prior to the Petition Date, the Lenders provided financing to the Borrower pursuant to that certain Second Amended and Restated Loan Agreement, dated as of February 5, 2015, among the Borrower, the Canadian Debtor, as a borrower, the other credit parties signatory thereto, Bank of America as Prior Agent, the Prior Lenders, and the other parties thereto (as amended, amended and restated, supplemented or otherwise modified through the Petition Date, the “Pre-Petition Loan Agreement”); WHEREAS, as of the date hereof, the Prior Lenders under the Pre-Petition Loan Agreement are owed approximately (i) $[____] in revolving loan principal obligations, including reimbursement obligations in the amount of $[___] in respect of the face amount of outstanding letters of credit denominated in Dollars and (ii) Cdn. $[__] in revolving loan principal obligations, including reimbursement obligations in the amount of Cdn. $[__] in respect of the

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face amount of outstanding letters of credit denominated in Canadian Dollars, plus interest fees, costs and expenses and all other Obligations under the Pre-Petition Loan Agreement. WHEREAS, the Obligations, under and as defined in the Pre-Petition Loan Agreement, are secured by a security interest in substantially all of the existing and after-acquired assets of the Borrowers and the Guarantors as more fully set forth in the Pre-Petition Loan Documents and such security interest is perfected (except with respect to leases; provided, however that such ) and, with certain exceptions, as described in the Pre-Petition Loan Documents, has priority over other security interests; WHEREAS, the Borrower has requested, and, upon the terms set forth in this Agreement, the Lenders have agreed to make available to the Borrower, a senior secured, superpriority revolving credit facility of up to $77,500,000 in the aggregate to fund the working capital requirements of the Borrower during the pendency of the Insolvency Cases; WHEREAS, the Borrower and Guarantors have agreed to secure all of their Obligations under the Loan Documents by granting to Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, a security interest in and lien upon all of their existing and after-acquired personal and real property; WHEREAS, the Borrower’s and Guarantors’ business is a mutual and collective enterprise and the Borrowers and the Guarantors believe that the loans and other financial accommodations to the Borrower under this Agreement will enhance the aggregate borrowing powers of the Borrower and facilitate the administration of the Insolvency Cases and their loan relationship with the Agent and the Lenders, all to the mutual advantage of the Borrower and Guarantors; WHEREAS, the Borrower and each Guarantor acknowledges that it will receive substantial direct and indirect benefits by reason of the making of loans and other financial accommodations to the Borrower as provided in the Agreement; WHEREAS, the Administrative Agent’s and the Lender’s willingness to extend financial accommodations to the Borrower, and to administer the Borrower’s and Guarantors’ collateral security therefor, on a combined basis as more fully set forth in this Loan Agreement and the other Loan Documents, is done solely as an accommodation to the Borrower and the Guarantors and at the Borrower and the Guarantors’ request and in furtherance of the Borrower’s and the Guarantors’ mutual and collective enterprise; and WHEREAS, all capitalized terms used in this Agreement, including in these Recitals, shall have the meanings ascribed to them in Section 1.1, and, for purposes of this Agreement and the other Loan Documents, the rules of construction set forth in Section 1.3 shall govern. All Schedules, Exhibits and other attachments hereto, or expressly identified to this Agreement, are incorporated by reference, and taken together with this Agreement, shall constitute a single agreement. These Recitals shall be construed as part of this Agreement. NOW, THEREFORE, for valuable consideration hereby acknowledged, the parties agree as follows: 2 DB1/ 90693583.6

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SECTION 1. DEFINITIONS; RULES OF CONSTRUCTION 1.1

Definitions. As used herein, the following terms have the meanings set forth

below: Acceptance Credit - a documentary Letter of Credit in which the Issuing Bank engages with the beneficiary of such Letter of Credit to accept a time draft. Acceptance Documents - such general acceptance agreements, applications, certificates and other documents as the Issuing Bank may require in connection with the creation of Bankers’ Acceptances. Account(s) - collectively, (i) “accounts” as defined in the UCC or, if applicable, the PPSA, (ii) all Payment Intangibles consisting of amounts owing from credit card and debit card issuers and processors and all rights under contracts relating to the creation or collection of such Payment Intangibles and (iii) a right to payment of a monetary obligation, whether or not earned by performance, (a) for property that has been or is to be sold, leased, licensed, assigned, or otherwise disposed of, (b) for services rendered or to be rendered, or (c) arising out of the use of a credit or charge card or information contained on or for use with the card. Account Control Agreements - each Deposit Account Control Agreement, Securities Account Control Agreement and each other account control agreement required pursuant to this Agreement, in each case in form and substance reasonably satisfactory to the Applicable Agent. Account Debtor - as defined in the UCC and including a Person who is obligated under an Account, Chattel Paper or General Intangible. Actual Inventory Receipts - the sum of the fully extended cost value of all inventory receipts received by the Obligors during the relevant Period of determination which correspond to the budgeted inventory receipts described in the line item contained in the Approved Budget under the heading “Inventory Receipts”, as determined in a manner consistent with the Approved Budget. Actual Line Item Disbursement Amount – expenditures made by the Obligors during the relevant Period of determination which correspond to each of the budgeted expenditures described in the line items contained in the Approved Budget under the headings “Operating Disbursements” and “Non-Operating Disbursements”, as determined in a manner consistent with the Approved Budget, and for the avoidance of doubt, excluding any budgeted expenditures described in the line item contained in the Approved Budget under the heading “Contractors / Professional / Legal”. Actual Net Cash Flows - the sum of all cash receipts received by the Obligors (excluding any borrowings), minus the sum of all cash disbursements, expenses and payments (excluding repayments of any borrowings) made by the Obligors, in each case, during the relevant Period of determination, as determined in a manner consistent with the Approved Budget. 3 DB1/ 90693583.6

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Actual Professional Disbursement Amount - expenditures made by the Obligors during the relevant Period of determination which correspond to the budgeted expenditures described in the line item contained in the Approved Budget under the heading “Contractors / Professional / Legal”, as determined in a manner consistent with the Approved Budget. Adequate Protection Liens - has the meaning assigned to the term “Adequate Protection Liens” in the Interim Order (or the Final Order, when applicable). Adequate Protection Payments - shall mean the adequate protection payments payable in cash on the dates and to the extent required by the Interim Order (or the Final Order, when applicable). Adequate Protection Superpriority Claims - has the meaning assigned to the term “Adequate Protection Superpriority Claims” in the Interim Order (or the Final Order, when applicable). Administrative Agent - Bank of America, N.A., in its capacity as administrative agent under the Loan Documents and as collateral agent regarding all matters concerning Collateral of the Company and the Guarantors and Collateral of the Canadian Debtor situated in the United States, or any successor Administrative Agent. Affiliate - with respect to a specific Person, another Person (a) who directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such first Person; (b) who beneficially owns 10% or more of the voting securities or any class of Capital Stock of such first Person; (c) at least 10% of whose voting securities or any class of Capital Stock is beneficially owned, directly or indirectly, by such first Person; or (d) who is an officer, director, partner or managing member of such first Person. “Control” means the possession, directly or indirectly, of the power to direct or cause direction of the management and policies of a Person, whether through ownership of Capital Stock, by contract or otherwise. Agent Account - an account maintained by the Administrative Agent at Bank of America which shall at all times be under the sole dominion and control of the Administrative Agent. Agent’s Advisors – as defined in Section 10.1.22. Agent Indemnitees - Each of the Agents and Co-Collateral Agents and its respective Affiliates and branches, and each such Person’s respective partners, officers, directors, employees, agents, trustees, advisors (including Agent Professionals) and attorneys. Agent Professionals - attorneys, accountants, appraisers, auditors, business valuation experts, environmental engineers or consultants, turnaround consultants, and other professionals and experts retained by any Agent or any Co-Collateral Agent, including, for the avoidance of doubt, Agent’s Advisors. Agents - collectively, the Administrative Agent and the Co-Collateral Agents. Alternative Transaction - as defined in the Global Holdings Operating Agreement. 4 DB1/ 90693583.6

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AML Legislation – as defined in Section 14.15.2. Anti-Terrorism Laws - any Applicable Laws relating to terrorism or money laundering, including the Patriot Act and the AML Legislation. Applicable Commitment Fee Rate - means, for any calendar month, 0.25% per annum. Applicable Agent - means the Administrative Agent. Applicable Law - all laws, rules, regulations and other legally binding governmental requirements applicable to the Person, conduct, transaction, agreement or matter in question including all applicable statutory law, common law and equitable principles, and all provisions of constitutions, treaties, statutes, rules, regulations, orders and decrees of Governmental Authorities. Applicable Margin - with respect to any Tranche A Revolver Loans, Tranche A-1 Revolver Loans, Standby Letter of Credit Fees and Documentary Letter of Credit Fees, the applicable percentage per annum set forth below: Base Rate Tranche A Revolver Loans

LIBOR Tranche A Revolver Loans

Standby Letter of Credit Fees

Documentary Letter of Credit Fees

Base Rate Tranche A-1 Revolver Loan

LIBOR Tranche A1 Revolver Loan

1.75%

2.75%

1.375%

2.75%

3.75%

Approved Budget - the budget prepared by the Borrower in the form of Annex B and initially furnished to the Co-Collateral Agents on the Closing Date and which is approved by, and in form and substance satisfactory to, the Co-Collateral Agents in their discretion, as the same may be updated, modified or supplemented from time to time as provided in Section 10.1.19. Approved Budget Variance Report - a weekly report provided by the Borrower to the Co-Collateral Agents (i) showing by line item the Actual Net Cash Flow, the Actual Line Item Disbursement Amount (including the line item “Contractors / Professionals / Legal”) for each applicable line item and Actual Inventory Receipts, Excess Availability and total available liquidity for the last day of the Prior Week, Cumulative Four Week Period and the Cumulative Period, noting therein all variances, on a line-item and cumulative basis, from the amounts set forth for such period in the Approved Budget, and shall include explanations for all material variances, and (ii) certified by a Responsible Officer of the Borrower. The Approved Budget Variance Report shall be substantially similar in form to the budget variance reports delivered under the Second Amendment and Forbearance Agreement, dated as of February 14, 2017, and in form satisfactory to, the Co-Collateral Agents in their discretion. Approved Canadian Budget – has the meaning provided for in the Canadian Forbearance Agreement, and initially furnished to the Co-Collateral Agents on the Closing Date 5 DB1/ 90693583.6

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and which is approved by, and in form and substance satisfactory to, the Co-Collateral Agents in their discretion. Approved Deposit Account - a Deposit Account that is the subject of an effective Account Control Agreement and that is maintained by any Obligor with a Deposit Account Bank. Approved Fund - means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender. Approved Liquidation Agreement – shall mean an agreement between an Obligor or the Canadian Debtor for the liquidation of the Inventory and furniture fixtures and equipment of a store to be closed, in form and substance reasonably satisfactory to the Administrative Agent. Approved Securities Intermediary - a “securities intermediary” or “commodity intermediary” (as such terms are defined in the UCC or, if applicable, the PPSA) selected or approved by the Administrative Agent in its sole discretion exercised reasonably. Assignment and Assumption Agreement - an assignment and assumption agreement between a Lender and Eligible Assignee (with the consent of any party whose consent is required by Section 13.2.1), and accepted by the Administrative Agent, in substantially the form of Exhibit D or any other form (including electronic documentation generated by use of an electronic platform) approved by the Administrative Agent. Automatic Stay - the automatic stay imposed under Section 362 of the Bankruptcy Code. Auto-Extension Letter of Credit - as defined in Section 2.3.2(c). Availability Block - an amount equal to equal to the greater of (i) ten percent (10%) of the Maximum Borrowing Amount (without giving effect to any deduction of the Availability Block from the calculation of the Tranche A Borrowing Base and the Tranche A-1 Borrowing Base) at such time and (ii) $12,500,000. Availability Reserves - the sum (without duplication) of (a) the Rent and Charges Reserve; (b) [reserved]; (c) the aggregate amount of liabilities secured by Liens upon Revolving Credit Primary Collateral or Canadian Collateral that are senior to the Administrative Agent’s (or Canadian Agent’s) Liens (but imposition of any such reserve shall not waive an Event of Default arising therefrom), other than Liens of the type which are addressed in the Rent and Charges Reserve; (d) reserves determined by the Administrative Agent in its Permitted Discretion in respect of gift certificates and store credits; (e) reserves established by the Administrative Agent in its Permitted Discretion based on appraisals and field exams of the Collateral and commercial finance exams of Obligors’ books and records, (f) (i) the Lease Reserve, (ii) the Canadian Deficiency Reserve, (iii) the Wind-Down Carve Out, (iv) a reserve or reserves for the Canadian Carve-Out, the D&O Charge, the Canadian Priority Payables Reserve, and the Canadian 6 DB1/ 90693583.6

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Liquidity Reserve and in the maximum amount of any other court-ordered charges or other liabilities that the Administrative Agent determines in its reasonable judgment rank senior in priority or may rank senior in priority (i) to the Lien securing the Obligations as established by the Administrative Agent on the Closing Date and thereafter modified in respect of the Revolving Credit Primary Collateral, (ii) the Liens securing the Prior Lender Obligations as established by the Prior Agent in respect of the Revolving Credit Priority Collateral, or (iii) the Liens securing the Canadian Obligations as established by the Canadian Agent or the Administrative Agent in respect of the Canadian Collateral and (g) such additional reserves, in such amounts and with respect to such matters, as Administrative Agent in its Permitted Discretion may elect to impose from time to time. For the avoidance of doubt, the parties hereto agree and acknowledge that the Administrative Agent may, in its discretion and without the consent of the Company, implement an Availability Reserve under the Tranche A Borrowing Base in lieu of taking a corresponding Availability Reserve in the Tranche A-1 Borrowing Base. Azria - all or any of Max Azria, Lubov Azria, any of their spouses, parents, siblings, children or heirs (and the spouses, parents, siblings, children or heirs of any of them), and any trust established by any of the foregoing for estate planning purposes, including, without limitation, the Azria Family Trust Dated August 11, 1995, as amended, supplemented or modified from time to time. Bank of America - Bank of America, N.A., a national banking association, and its successors. Bank of America Canada Branch - Bank of America, N.A. (acting through its Canada branch), a national banking association, and its successors. Bank of America Indemnitees - Bank of America and its Affiliates and each such Person’s respective partners, officers, directors, employees, agents, trustees, advisors and attorneys. Bank Product - any of the following products, services or facilities extended to any Obligor or any Subsidiary by any Lender or any of its branches or Affiliates: (a) Cash Management Services; (b) Hedging Agreements and related products; (c) commercial credit card, purchase card and merchant card services extended to such Obligor or such Subsidiary; and (d) supply chain financing, leases and other banking products or services as may be requested by any Obligor or any Subsidiary, other than Letters of Credit; provided, however, that for any of the foregoing to be included as an “Obligation” for purposes of a distribution under Section 5.5, the applicable bank product provider must have previously provided written notice to Administrative Agent of (x) the existence of such Bank Product and (y) the Bank Product Amount with respect thereto. Notwithstanding the foregoing, Bank Products provided by Bank of America or any of its branches or Affiliates shall not be subject to the requirements in the proviso of the immediate preceding sentence in order for such Bank Products to be included as an “Obligation” for purposes of a distribution under Section 5.5. Bank Product Amount - at any time with respect to any Bank Product, the amount of Bank Product Debt outstanding thereunder. 7 DB1/ 90693583.6

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Bank Product Debt - Debt and other obligations of an Obligor relating to Bank Products. Bankers’ Acceptance - a time draft, drawn by the Borrower and accepted by the Issuing Bank upon presentation of documents by the beneficiary of a Letter of Credit, in the standard form for bankers’ acceptances of such Issuing Bank. Bankruptcy Code - Title 11 of the United States Code. Bankruptcy Court - as defined in the Recitals hereto. Bankruptcy Rules - the Federal Rules of Bankruptcy Procedure, as the same may from time to time be in effect and applicable to the Chapter 11 Cases. Base Rate - for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 1/2 of 1%, (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate,” and (c) the Eurodollar Rate for Base Rate Loans plus 1.00%; and if the Base Rate shall be less than zero, such rate shall be deemed zero for such purposes of this Agreement. The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in the Base Rate due to a change in any of the foregoing shall take effect at the opening of business on the day specified in the public announcement of such change. Base Rate Loan - any Loan that bears interest based on the Base Rate (including Base Rate Tranche A Revolver Loan and Base Rate Tranche A-1 Revolver Loan). Base Rate Tranche A Revolver Loan - a Tranche A Revolver Loan that bears interest at the Base Rate plus the Applicable Margin for Base Rate Tranche A Revolver Loans. Base Rate Tranche A-1 Revolver Loan - a Tranche A-1 Revolver Loan that bears interest at the Base Rate plus the Applicable Margin for Base Rate Tranche A-1 Revolver Loans. BIA - the Bankruptcy and Insolvency Act R.S.C., 1985, c. B-3. BIA Proceeding - as defined in the Recitals. Board of Governors - the Board of Governors of the Federal Reserve System. Borrower - as defined in the preamble hereto. Borrower Agent - as defined in Section 4.4. Borrowing - a group of Loans of one Type that are made on the same day or are converted into Loans of one Type on the same day.

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Borrowing Base Certificate - a certificate, substantially in the form of Exhibit F or in such other form satisfactory to Administrative Agent, by which Borrowers certify calculation of the Tranche A Borrowing Base and the Tranche A-1 Borrowing Base. Budgeted Inventory Receipts - the sum of the line item contained in the Approved Budget under the heading “Inventory Receipts” during the relevant period of determination, provided, that is understood and agreed that, without any further action, any positive or negative variances from the budgeted amount that are tested for any Cumulative Four Week Period shall automatically roll forward to the next tested Cumulative Four Week Period. Budgeted Line Item Disbursement Amount - the expenditures described in the line items contained in the Approved Budget under the headings “Total Disbursements” during the relevant period of determination on a line item basis, provided, that is understood and agreed that, without any further action, any positive or negative variances from the budgeted amount that are tested for any Cumulative Four Week Period shall automatically roll forward to the next tested Cumulative Four Week Period. Budgeted Net Cash Flows - the sum of the line items contained in the Approved Budget above the headings “Total Cash Receipts” minus the sum of the line items contained in the Approved Budget above the heading “Total Disbursements”, in each case, during the relevant period of determination, provided, that is understood and agreed that, without any further action, any positive or negative variances from the budgeted amount that are tested for any Cumulative Four Week Period shall automatically roll forward to the next tested Cumulative Four Week Period. Business Day - any day (a) excluding Saturday, Sunday and any other day on which banks are permitted to be closed under the laws of the State of New York and (b) when used with reference to a LIBOR Loan, any day on which dealings in Dollar deposits are conducted by and between banks on the London interbank eurodollar market. Canada Guaranty - each guaranty by the Company, Holdings, and the U.S. Guarantor Subsidiaries providing for a guarantee of all of the Canadian Obligations (including, without limitation, Canadian Obligations arising after the Petition Date). Canadian Agent - Bank of America Canada Branch, in its capacity as Canadian agent under the Pre-Petition Loan Documents. Canadian Carve-Out - the sum of all reasonable legal fees and costs of counsel for the Canadian Debtor, fees and costs of the trustee in the BIA Proceedings, reasonable legal fees and costs of counsel for the trustee in the BIA Proceedings, reasonable fees and costs for the services of FAAN Advisors Group Inc. as chief restructuring advisor of the Canadian Debtor, secured by the “Administration Charge” under the Canadian Order up to $500,000, as the Canadian Carve-Out may be modified by the Canadian Court, but solely to the extent the same are incurred in accordance with the Approved Canadian Budget and are reflected as estimated professional fees and disbursements in the most recent Borrowing Base Certificate delivered to Administrative Agent by the Borrower. The Canadian Carve-Out shall at all times be calculated without duplication of the Carve-Out. 9 DB1/ 90693583.6

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Canadian Collateral - all Property and interests in Property and proceeds thereof now owned or hereafter acquired by the Canadian Debtor that is described in any Canadian Collateral Documents as security for any Canadian Obligations. Canadian Collateral Documents - any and all security agreements, deeds of hypothec, pledge agreements or other collateral security agreements, instruments or documents (including Lien Waivers and Lien Priority Agreements) entered into by the Canadian Debtor or pursuant to which a Person grants or perfects a security interest in its personal property assets to the Applicable Agent to secure the Canadian Obligations, including, without limitation PPSA and UCC financing statements and certified statements issued by the Québec Register of Personal and Movable Real Rights, required to be executed or delivered pursuant to any of the foregoing. Canadian Court - as defined in the Recitals hereto. Canadian Debtor - as defined in the Recitals hereto. The Canadian Debtor is an Affiliate of the Company. Canadian Debtor Relief Laws - means the BIA, the Companies’ Creditors Arrangement Act (Canada), the Winding-up and Restructuring Act (Canada) and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, arrangement, receivership, insolvency, reorganization, dissolution or similar debtor relief laws of Canada. Canadian Deficiency Amount - upon the earlier to occur of (x) the substantial completion of the Canadian Liquidation (as determined by the Co-Collateral Agents in their reasonable discretion) and (y) May 31, 2017, the aggregate amount by which the Canadian Obligations exceed the then “Canadian Borrowing Base” as calculated in accordance with the Canadian Forbearance Agreement. Canadian Deficiency Reserve - at any time of calculation, an Availability Reserve to the reflect the sum of (i) the aggregate amount by which the Canadian Obligations exceed the then “Canadian Borrowing Base” as calculated in accordance with the Canadian Forbearance Agreement plus (ii) the anticipated amount by which the outstanding Canadian Obligations will exceed the amount expected to be applied to such Canadian Obligations pursuant to the Canadian Liquidation as determined by the Administrative Agent in its Permitted Discretion. Canadian Dollars or Cdn. $ - the lawful currency of Canada. Canadian Forbearance Agreement - means the Canadian Forbearance Agreement entered into on or about the date hereof between the Borrower, Holdings, the Canadian Debtor, each guarantor party to the Pre-Petition Loan Agreement, the Prior Agent and the Canadian Agent, among others. Canadian Lender - means a “Canadian Lender” party to the Pre-Petition Loan Agreement on the Closing Date. 10 DB1/ 90693583.6

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Canadian Liquidation - a liquidation on a fee basis of the entire chain of standalone stores of the Canadian Debtor and all of the assets relating thereto, other than the Specified Partner Shop Assets, pursuant to the Canadian Liquidation Consulting Agreement as approved by the Canadian Court, in form and substance acceptable to the Administrative Agent. Canadian Liquidation Consulting Agreement - means an agreement between the Canadian Debtor and the Specified Liquidation Agents, dated February 24, 2017, as amended with the consent of the Agents. Canadian Liquidity Reserve - at any time of calculation, an Availability Reserve established by the Administrative Agent in its Permitted Discretion for amounts payable by the Canadian Debtor and/or the Obligors in connection with, and to fund, the BIA Proceedings and the Canadian Liquidation. Canadian Obligations – all “Canadian Obligations” as defined in the Pre-Petition Loan Agreement including, for the avoidance of doubt, all of the following that shall continue unaffected pursuant to the Pre-Petition Loan Agreement and the Canadian Forbearance Agreement (a) principal of and premium, if any, on the “Canadian Revolver Loans” under, and as defined in, the Pre-Petition Loan Agreement, (b) “Canadian LC Obligations” under, and as defined in, the Pre-Petition Loan Agreement and other obligations of the Canadian Debtor or any of its Subsidiaries with respect to Letters of Credit and Bankers’ Acceptances issued for its account or benefit, (c) interest, expenses, fees and other sums payable by the Canadian Debtor under the Pre-Petition Loan Documents and the Canadian Forbearance, (d) obligations of the Canadian Debtor under any indemnity for Claims (as defined in the Pre-Petition Credit Agreement), (e) Extraordinary Expenses incurred under the Pre-Petition Loan Documents by the Canadian Debtor, (f) Bank Product Debt (as defined in the Pre-Petition Credit Agreement) of the Canadian Debtor, and (g) other Debts, obligations and liabilities of any kind owing by the Canadian Debtor pursuant to, or described in, the Pre-Petition Loan Documents, whether now existing or hereafter arising, whether evidenced by a note or other writing, whether accrued during or allowed in any Insolvency Proceeding, whether arising from an extension of credit, issuance of a letter of credit, bankers’ acceptance, acceptance, loan, guaranty, indemnification or otherwise, and whether direct or indirect, absolute or contingent, due or to become due, primary or secondary, or joint or several. For certainty, “Canadian Obligations” include without, without limitation, any and all indebtedness, obligations or liabilities of the Canadian Debtor arising after the Petition Date under the Pre-Petition Loan Documents and the Canadian Forbearance Agreement. Canadian Order - collectively, the initial order of the Canadian Preliminary Order (as defined in the Canadian Forbearance Agreement) issued in the BIA Proceeding of the Canadian Debtor, which order shall be in form and substance satisfactory to the Administrative Agent and Lenders, and from which no appeal has been timely filed, or if timely filed, such appeal has been dismissed or denied unless the Agent and the Lenders waive such requirement), together with all extensions, modifications and amendments thereto, in form and substance satisfactory to the Administrative Agent and the Lenders. Canadian Pension Plan - a plan, multi-employer plan, program or arrangement which is required to be registered as a pension plan under any applicable pension benefits 11 DB1/ 90693583.6

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standards or statute or tax statute or regulation in Canada maintained or contributed to by, or to which there is or may be an obligation to contribute by, any Obligor in respect of its Canadian employees or former employees. Canadian Priority Payables Reserve – at any time of calculation, an Availability Reserve established by the Administrative Agent in its Permitted Discretion for amounts payable by the Canadian Debtor and secured by any Liens, choate or inchoate, which rank or which would reasonably be expected to rank in priority to or pari passu with the Canadian Agent’s or the Administrative Agent’s Liens and/or for amounts which represent costs in connection with the preservation, protection, collection or realization of the Canadian Collateral, including, without limitation, any such amounts due and not paid for wages, vacation pay, severance pay, amounts payable under the Wage Earner Protection Program Act (Canada), amounts due and not paid under any legislation relating to workers’ compensation or to employment insurance, all amounts deducted or withheld and not paid and remitted when due under the ITA, sales tax, goods and services tax, value added tax, harmonized tax, excise tax, tax payable pursuant to Part IX of the Excise Tax Act (Canada) or similar applicable provincial legislation, government royalties, amounts currently or past due and not paid for realty, municipal or similar taxes and all amounts currently or past due and not contributed, remitted or paid to any Canadian Pension Plan or under the Canada Pension Plan, the PBA or otherwise as required to be contributed pursuant to any Applicable Law relating to Canadian Pension Plans, or any similar statutory or other claims that would have or would reasonably be expected to have priority over or be pari passu with any Liens granted to the Canadian Agent or the Administrative Agent now or in the future, including, without limitation, (i) in the case of inventory located at a premise located in the province of Québec, Canada for which a Lien Priority Agreement has not been executed, an amount reasonably determined by the Administrative Agent as its good faith estimate of claims in respect of registered hypothecs that have priority over the Lien of the Canadian Agent or the Administrative Agent in any of the inventory shall have been established with respect thereto or (ii) in any province or territory of Canada where a landlord’s claim for rent or other obligations has priority over the Lien of the Canadian Agent or the Administrative Agent on any of the Canadian Collateral; or (c) any charges granted by the Canadian Court that have priority over the Liens of the Canadian Agent or the Administrative Agent. Capital Adequacy Regulation - any law, rule, regulation, guideline, request or directive of any central bank or other Governmental Authority, whether or not having the force of law, regarding capital adequacy of a bank or any Person controlling a bank. Capital Lease - any lease that is required to be capitalized for financial reporting purposes in accordance with GAAP. Capital Stock - (a) in the case of a corporation, corporate stock; (b) in the case of an association or other business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock; (c) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and (d) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

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Captive Insurance Company - any Subsidiary of Holdings that is subject to regulation as an insurance company (or any Subsidiary thereof). Carve-Out - the meaning assigned to the term “Carve-Out” in the Interim Order (or the Final Order, when applicable). The Carve-Out shall at all times be calculated without duplication of the Canadian Carve-Out. Cash Collateral - cash or deposit account balances or, if the Issuing Bank or Applicable Agent, benefiting from such collateral shall agree in its sole discretion, other credit support, and any interest or other income earned thereon, that is delivered to Applicable Agent to Cash Collateralize any Obligations. Cash Collateral Account - a demand deposit, money market or other account established by Applicable Agent at Bank of America or its Affiliates, which account shall be subject to such Agent’s first priority perfected Liens for the benefit of Secured Parties. Cash Collateralize or Cash Collateralized - to pledge and deposit with or deliver to the Applicable Agent, for the benefit of the Applicable Agent, the applicable Issuing Bank or the Applicable Agent, in its capacity as provider of Swingline Loans (as applicable) and the Lenders, as collateral for LC Obligations, Prior Lender Obligations consisting of “Canadian LC Obligations”, Obligations in respect of Swingline Loans, or obligations of Lenders to fund participations in respect of any thereof (as the context may require), cash or deposit account balances or, if the Issuing Bank or Applicable Agent, in its capacity as provider of Swingline Loans, benefiting from such collateral shall agree in its sole discretion, other credit support, in each case pursuant to documentation in form and substance satisfactory to (a) the Applicable Agent and (b) the applicable Issuing Bank or the Applicable Agent, in its capacity as provider of Swingline Loans (as applicable). “Cash Collateralization” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support. Where Cash Collateralization of any obligations of a Defaulting Lender is required, the amount of cash collateral so required shall equal 100% of such obligations. Cash Equivalents - (a) marketable obligations issued or unconditionally guaranteed by, and backed by the full faith and credit of, the United States government or issued by any agency of the United States the obligations of which are backed by the full faith and credit of the United States, in each case maturing within 12 months of the date of acquisition; (b) marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof, in each case maturing within 12 months after such date and having, at the time of acquisition thereof, a rating of at least A-1 from S&P or at least P-1 from Moody’s; (c) certificates of deposit, time deposits and bankers’ acceptances maturing within 12 months of the date of acquisition, and overnight bank deposits, in each case which are issued by a commercial bank organized under (i) the laws of the United States or any state or district thereof or (ii) the laws of Canada or any province or territory thereof, in each case, rated A-1 (or better) by S&P or P-1 (or better) by Moody’s at the time of acquisition; (d) repurchase obligations with a term of not more than 30 days for underlying investments of the types described in clauses (a) and (b) and (c) entered into with any bank meeting the qualifications specified in clause (c); (e) commercial paper rated A-1 (or better) by S&P or P-1 (or better) by Moody’s, and maturing within twelve months of the date of 13 DB1/ 90693583.6

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acquisition; and (f) shares of any money market fund that has substantially all of its assets invested continuously in the types of investments referred to above, has net assets of at least $500,000,000 and has the highest rating obtainable from either Moody’s or S&P. Cash Management Services - any services provided from time to time by any Agent, any Lender or any of its Affiliates to any Borrower, any Guarantor or any Subsidiary in connection with operating, collections, payroll, trust, or other depository or disbursement accounts, including automatic clearinghouse, controlled disbursement, depository, electronic funds transfer, information reporting, lockbox, stop payment, overdraft and/or wire transfer services. Cash Management Order - shall mean the order of the Bankruptcy Court entered in the Chapter 11 Cases after the “first day” hearings, together with all extensions, modifications and amendments thereto, in form and substance satisfactory to the Administrative Agent, which among other matters authorizes the U.S. Debtors to maintain their existing cash management and treasury arrangements (as set forth in the Pre-Petition Loan Agreement) or such other arrangements as shall be acceptable to the Administrative Agent in all material respects. Cash Receipts - as defined in Section 7.1.1. CERCLA - the Comprehensive Environmental Response Compensation and Liability Act (42 U.S.C. § 9601 et seq.). CFC - any Foreign Subsidiary that is a controlled foreign corporation as defined in Section 957 of the Internal Revenue Code. Change in Law - means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued. Change of Control - (i) at any time prior to consummation of a Qualified IPO, any Person (other than a Permitted Holder) shall have acquired control, directly or indirectly, of at least a majority on a fully diluted basis of the voting interests in the Capital Stock of Holdings; (ii) at any time on or after consummation of a Qualified IPO, any Person or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act), other than Permitted Holders, (x) shall have acquired beneficial ownership, directly or indirectly, of 35% or more on a fully diluted basis of the voting Capital Stock of Holdings, and a greater percentage of such Capital Stock than that owned by Permitted Holders or (y) shall have obtained the power, directly or indirectly, 14 DB1/ 90693583.6

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(whether or not exercised) to elect a majority of the members of the board of directors (or similar governing body) of Holdings; (iii) the majority of the seats (other than vacant seats) on the board of directors (or similar governing body) of Holdings cease to be occupied by Continuing Members; (iv) Holdings ceases to own, directly, 100% of the Capital Stock of the Company, (v) prior to the payment in full in cash of all of the Canadian Obligations and the termination of all commitments to lend to the Canadian Debtor by all of the Canadian Lenders and their affiliates, Holdings ceases to own, directly or indirectly, 100% of the Capital Stock of the Canadian Debtor or, subject to Section 10.2.12, International; (vi) any “change of control” or similar event under the Term Debt Documents or any documents evidencing any other Material Debt shall occur or (vii) the Alternative Transaction shall occur. Chapter 11 Cases - as defined in the Recitals hereto. Chattel Paper - as defined in the UCC (and/or with respect to any Chattel Paper of the Canadian Debtor, as defined in the PPSA). Civil Code of Québec - the Civil Code of Québec as in effect from time to time. Claims - as defined in Section 14.2. Closing Date – March [__], 2017. Co-Collateral Agents - Bank of America and Wells Fargo (or any Affiliate thereof designated by Bank of America or Wells Fargo, as the case may be, in writing to the Administrative Agent from time to time as a Co-Collateral Agent), in its respective capacity as a co-collateral agent under the Loan Documents. Code - means the Internal Revenue Code of 1986. Collateral - all Property and interests in Property and proceeds thereof now owned or hereafter acquired by any Obligor that is described in the Collateral Agreement as security for any Obligations, and all other Property that now or hereafter secures (or is intended to secure) any Obligations. For the avoidance of doubt, Collateral shall include (i) all “Revolving Credit Primary Collateral” and “Term Loan Primary Collateral” as defined in the Intercreditor Agreement and (ii), if context so requires, all Canadian Collateral. Collateral Agreement - that certain Collateral and Guarantee Agreement to be executed by each Debtor, the Administrative Agent and the Canadian Agent, in form and substance satisfactory to the Administrative Agent, as it may be amended, supplemented or otherwise modified from time to time. Commitment - for any Lender, the aggregate amount of such Lender’s Tranche A Revolver Commitment and Tranche A-1 Revolver Commitment. Commitments - means the aggregate amount of all Tranche A Revolver Commitments and the Tranche A-1 Revolver Commitments. Commitment Fees - as defined in Section 3.2.1. 15 DB1/ 90693583.6

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Commitment Termination Date - the earliest to occur of (a) the Termination Date; (b) the date on which Borrowers terminate the Commitments pursuant to Section 2.2; or (c) the date on which the Commitments are terminated pursuant to Section 11.2. Commodity Exchange Act - means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute. Company - as defined in the preamble hereto. Compliance Certificate - a certificate, substantially in the form of Exhibit E hereto or such other form approved by Administrative Agent, by which Borrowers certify (i) compliance with Section 10.1.19, and attaching reasonably detailed calculations evidencing such compliance, and (ii) the absence of Defaults or Events of Default or, to the extent either exist, describing the nature of such Default or Event of Default and the Borrower’s plan to address such Default or Event of Default. Connection Income Taxes – Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profit Taxes. Contingent Obligation - any obligation of a Person arising from a guaranty, indemnity or other assurance of payment or performance of any Debt, lease, dividend or other obligation (“primary obligations”) of another obligor (“primary obligor”) in any manner, whether directly or indirectly, including any obligation of such Person under any (a) guaranty, endorsement, co-making or sale with recourse of an obligation of a primary obligor; (b) obligation to make take-or-pay or similar payments regardless of nonperformance by any other party to an agreement; and (c) arrangement (i) to purchase any primary obligation or security therefor, (ii) to supply funds for the purchase or payment of any primary obligation, (iii) to maintain or assure working capital, equity capital, net worth or solvency of the primary obligor, (iv) to purchase Property or services for the purpose of assuring the ability of the primary obligor to perform a primary obligation, or (v) otherwise to assure or hold harmless the holder of any primary obligation against loss in respect thereof. The amount of any Contingent Obligation shall be deemed to be the stated or determinable amount of the primary obligation (or, if less, the maximum amount for which such Person may be liable under the instrument evidencing the Contingent Obligation) or, if not stated or determinable, the maximum reasonably anticipated liability with respect thereto. Continuing Member - as of any date of determination any member of the board of directors of Holdings who (i) was a member of such board on the Pre-Petition Closing Date, (ii) was nominated for election or elected to such board with the affirmative vote of a majority of the members who were either members of such board on the Closing Date or whose nomination or election was previously so approved or (iii) was elected to such governing body by Permitted Holders. Contribution Agreement – that certain Contribution Agreement, dated January 26, 2015, by and among Global Holdings, each member of Global Holdings party thereto, Max Azria and Lubov Azria, as amended and in effect on the Closing Date, and all related agreements 16 DB1/ 90693583.6

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and documents, true and correct copies of which have been delivered to the Agents pursuant to Section 6.1(c). Copyright Security Agreements - each memorandum of grant of security interest in copyrights or other copyright security agreement pursuant to which an Obligor grants to the Applicable Agent, for the benefit of Secured Parties, a Lien on such Obligor’s interests in copyrights, as security for the Obligations. Credit Card Agreement - agreements, instructing each Credit Card Processor or Credit Card Issuer of the Obligors to transfer all amounts owing to an Obligor by such Credit Card Processor or such Credit Card Issuer directly to the Agent Account or other Approved Deposit Account reasonably acceptable to Administrative Agent and subject to control arrangements reasonably satisfactory to the Administrative Agent, with such agreements to be (x) in form and substance reasonably acceptable to Administrative Agent, and (y) executed by each relevant Obligor and the relevant Credit Card Processor or Credit Card Issuer. Credit Card Issuer - collectively MasterCard or Visa bank credit or debit cards or other bank credit or debit cards issued through MasterCard International, Inc., Visa, U.S.A., Inc. or Visa International and American Express, World Financial Network National Bank and Discover. Credit Card Processor - any Person that acts as a credit card clearinghouse or processor with respect to any sales transactions involving credit card purchases by customers using credit cards issued by any Credit Card Issuer. Cumulative Four Week Period - the four-week period up to and through the Saturday of the most recent week then ended, or if a four-week period has not then elapsed from the Petition Date, such shorter period since the Petition Date through the Saturday of the most recent week then ended. Cumulative Period - the period from the Petition Date through the most recent week ended. CWA - the Clean Water Act (33 U.S.C. §§ 1251 et seq.). Debtors - as defined in the Recitals hereto. D&O Charge - has the meaning assigned to the term “D&O Charge” in the Canadian Order up to the D&O Charge Amount. D&O Charge Amount - means an amount equal to Cdn. $500,000. Debt - as applied to any Person, without duplication, whether or not included as indebtedness or liabilities in accordance with GAAP (a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments whether or not representing obligations for borrowed money; (b) all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and 17 DB1/ 90693583.6

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similar instruments; (c) net obligations of such Person under any Hedging Agreement; (d) all obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable in the Ordinary Course of Business that are not more than 90 days past due); (e) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse; (f) Capital Leases and synthetic lease obligations; (g) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any equity interest in such Person or any other Person prior to the date which is the later of (x) one year after the Commitment Termination Date and (y) the payment in full of the Obligations, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; and (h) all Contingent Obligations of such Person incurred in support of any Debt (as described in the foregoing clauses (a) through (g) above) of another Person. For all purposes hereof, the Debt of any Person shall include the Debt of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner (or is otherwise generally liable for the debts of such joint venture), unless such Debt is expressly made non-recourse to such Person. Debtors - as defined in the Recitals hereto. Default - an event or condition that, with the lapse of time or giving of notice, would constitute an Event of Default. Default Rate - for any Obligation (including, to the extent permitted by law, interest not paid when due), 2% plus the interest rate (or fee rate, applicable) otherwise applicable thereto. Defaulting Lender - subject to Section 2.8.2, any Lender that (a) has failed to (i) fund all or any portion of its funding obligations hereunder, including in respect of its Loans or participations in respect of Letters of Credit or Swingline Loans, within two Business Days of the date such obligations were required to be funded hereunder unless such Lender notifies the Administrative Agent and Borrower Agent in writing that such failure is the result of such Lenderâ&#x20AC;&#x2122;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, or (ii) pay to the Applicable Agent, including in its capacity as provider of Swingline Loans, any Issuing Bank or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swingline Loans) within two Business Days of the date when due, (b) has notified Borrower Agent, the Administrative Agent or any Issuing Bank in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lenderâ&#x20AC;&#x2122;s obligation to fund a Loan hereunder and states that such position is based on such Lenderâ&#x20AC;&#x2122;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) has failed, within three Business Days after written request by the Administrative Agent or the Borrower Agent, to confirm in writing to the Administrative Agent and the Borrower Agent that it will comply with its 18 DB1/ 90693583.6

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prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower Agent), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of an Insolvency Proceeding, or (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state, federal or foreign regulatory authority acting in such a capacity; provided that 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 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. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above, and of the effective date of such status, shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.8.2)) as of the date established therefor by the Administrative Agent in a written notice of such determination, which shall be delivered by the Administrative Agent to the Borrower Agent, each Issuing Bank and each other Lender promptly following such determination. Deposit Account - as defined in the UCC (and/or with respect to any Deposit Account located in Canada, any bank account with a deposit function). Deposit Account Bank - a financial institution selected or approved by the Administrative Agent in its sole discretion exercised reasonably. Deposit Account Control Agreement - an agreement, in form and substance reasonably acceptable to the Applicable Agent, executed by the relevant Obligor, the Administrative Agent, the relevant Deposit Account Bank and any other party thereto (if any). Designated Jurisdiction - means any country or territory to the extent that such country or territory itself is the subject of any Sanction. Dilution Reserve - means, as of any date determination, the aggregate amount of reserves established in respect of returned goods, bad debt write-downs, discounts, advertising, credits or other similar account adjustments, or other dilutive items with respect to the Borrowerâ&#x20AC;&#x2122;s and the Guarantor Subsidiariesâ&#x20AC;&#x2122; Accounts, as reported by the Borrower based on historical results and as adjusted from time to time by the Administrative Agent, in its Permitted Discretion. Disregarded Domestic Subsidiary - any Subsidiary incorporated or organized under the laws of the United States of America, any State thereof or the District of Columbia (a) substantially all of the assets of which consist for U.S. income tax purposes of Capital Stock of, and other investments in, one or more CFCs (for which any Subsidiary is a United States shareholder as defined in Section 951(b) of the Code) or (b) treated as a disregarded entity for 19 DB1/ 90693583.6

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U.S. federal income tax purposes that holds the equity of one or more CFCs (for which any Subsidiary is a United States shareholder as defined in Section 951(b) of the Code). Document - as defined in the UCC (and/or with respect to the Canadian Debtor, a “document of title” as defined in the PPSA). Documentary Letter of Credit Fee - as defined in Section 3.2.2. Dollar Equivalent - of any amount means, at the time of determination thereof, (a) if such amount is expressed in Dollars, such amount and (b) if such amount is denominated in any other currency, the equivalent of such amount in Dollars as determined by Administrative Agent using the published Spot Rate as quoted by Bank of America or its branches or Affiliates to customers generally. Dollars - lawful money of the United States. Domestic Subsidiary - any Subsidiary that is organized under the laws of any political subdivision of the United States, other than a Subsidiary in which a Foreign Subsidiary directly or indirectly owns a majority of the voting Capital Stock. Eligible Assignee - a Person that is (a) a Lender or U.S.-based Affiliate or branch of a Lender; (b) any other financial institution or Approved Fund approved by Administrative Agent (such approval not to be unreasonably withheld or delayed); and (c) any other Person acceptable to Administrative Agent in its discretion; provided that notwithstanding the foregoing, “Eligible Assignee” shall not include (i) any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (i), (ii) a natural person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural Person), (iii) any Obligor or any Obligor’s Affiliates or Subsidiaries or (iv) Azria or any of its Affiliates. Eligible Credit Card Receivables - Accounts due to the Borrower or the Guarantor Subsidiaries from a Credit Card Issuer or Credit Card Processor that (a) are subject to a First Priority Lien (subject to such matters as may be permitted to exist under the terms of the applicable Credit Card Agreement), (b) the applicable Obligor and such Credit Card Issuer or Credit Card Processor have entered into a Credit Card Agreement and (c) are not excluded as ineligible by virtue of one or more of the criteria set forth below (without duplication of any Availability Reserves established by the Administrative Agent). None of the following shall be deemed to be Eligible Credit Card Receivables: (i) Accounts due from a Credit Card Issuer or Credit Card Processor that have been outstanding for more than five (5) Business Days from the date of sale, or for such longer periods as may be approved by the Administrative Agent in its Permitted Discretion; (ii) Accounts due from a Credit Card Issuer or Credit Card Processor with respect to which Borrower or a Guarantor Subsidiary does not have good, valid and marketable title thereto, (iii) Accounts due from a Credit Card Issuer or Credit Card Processor which are disputed, or with respect to which a claim, counterclaim, offset or chargeback (other than chargebacks in the Ordinary Course of Business) has been asserted, by the related Credit Card Issuer or Credit Card Processor (but only to the extent of such dispute, counterclaim, offset or chargeback), (iv) except as otherwise approved by the Administrative Agent, Accounts due from 20 DB1/ 90693583.6

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a Credit Card Issuer or Credit Card Processor as to which such Credit Card Issuer or Credit Card Processor has the right under certain circumstances to require Borrower or a Guarantor Subsidiary to repurchase the Accounts from such Credit Card Issuer or Credit Card Processor, (v) except as otherwise approved by the Administrative Agent, Accounts arising from any private label credit card program of the Borrower or a Guarantor Subsidiary, and (vi) Accounts that the Administrative Agent and the Co-Collateral Agents have determined, in their Permitted Discretion, to exclude from Eligible Credit Card Receivables. Eligible Factory Outlet Store Inventory - the Inventory of the Borrower or any Guarantor Subsidiary that is classified, consistent with past practice, on the Borrower’s accounting system as “factory outlet store inventory”. Eligible In-Transit Inventory - means all Inventory owned by the Borrower or any Guarantor Subsidiary, which is in transit for not more than forty five (45) or, with respect to the Specified Origin In-Transit Inventory (defined below), not more than sixty (60), days directly from the point of shipment to one of the domestic owned or leased locations (and if leased, as to which a Lien Waiver acceptable to the Administrative Agent shall have been obtained from the lessor of such leased location) of the Borrower or any Guarantor Subsidiary, provided, that (a) the Borrower or any Guarantor Subsidiary has title to such Inventory, (b) either (i) such Inventory is not subject to a negotiable bill of lading or other document of title, the shipping documents relating to such Inventory (including, without limitation, so-called “forwarders cargo receipts” or “non-negotiable express bills of lading”) are acceptable to the Administrative Agent and have been delivered to the Administrative Agent or an agent acting on behalf of the Administrative Agent or an agent of such agent and such shipping documents name the Borrower or a Guarantor Subsidiary as consignee and shipper (or such other arrangements satisfactory to the Administrative Agent relating to such shipping documents in respect of such Inventory shall have been made) or (ii) in the event such Inventory is subject to negotiable bills of lading or other documents of title, such negotiable bills of lading or other documents of title have been (x) issued with the Administrative Agent as consignee and the Borrower or a Guarantor Subsidiary as shipper and (y) delivered to the Administrative Agent or an agent acting on behalf of the Administrative Agent or an agent of such agent (or such other arrangements satisfactory to the Administrative Agent relating to such negotiable bills of lading or other documents of title in respect of such Inventory shall have been made), (c) such Inventory is subject, to the reasonable satisfaction of the Applicable Agent, to a First Priority Lien, (d) the vendor or the supplier of such Inventory has agreed to waive its claims in or to such Inventory (including any right to stop such Inventory in transit), in a manner reasonably acceptable to the Administrative Agent, once such Inventory is delivered to a freight forwarder or other representative of the Borrower and the Guarantor Subsidiaries who has entered into an agreement of the type described in clause (f) below, (e) such Inventory is covered by insurance reasonably acceptable to the Administrative Agent, (f) each relevant freight carrier, freight forwarder, customs broker and shipping company in possession of such in-transit Inventory shall have (x) entered into bailee arrangements satisfactory to the Administrative Agent, for the benefit of the Secured Parties and (y) indicated or otherwise acknowledged the Administrative Agent’s security interest in such Inventory in any shipping documents issued or carried by such freight carrier or shipping company (including, without limitation, waybills, airway bills, seaway bills, receipts, or any similar document), in each case, in a manner reasonably satisfactory to the Applicable Agent, (g) such Inventory would 21 DB1/ 90693583.6

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otherwise satisfy all of the requirements of “Eligible Inventory” hereunder, (h) in no event shall the aggregate amount of Eligible In-Transit Inventory and Eligible LC Inventory included in the Tranche A Borrowing Base and the Tranche A-1 Borrowing Base exceed 20.0% of the aggregate of the Tranche A Borrowing Base and the Tranche A-1 Borrowing Base; and (i) in no event shall the aggregate amount of Specified Origin In-Transit Inventory included in the Tranche A Borrowing Base and the Tranche A-1 Borrowing Base exceed $500,000. For purposes of the foregoing definition, the term Specified Origin In-Transit Inventory means Inventory which is in transit directly from the point of shipment in Vietnam or Bangladesh. For the avoidance of doubt, Eligible In-Transit Inventory is without duplication of Eligible LC Inventory. Eligible Inventory - the Inventory of the Borrower or any Guarantor Subsidiary (other than any Inventory that has been consigned by the Borrower or such Guarantor Subsidiary) including Eligible Retail Store Inventory, Eligible Partner Shop Inventory, Eligible Factory Outlet Store Inventory, Eligible Wholesale Finished Goods and Eligible Wholesale Raw Materials (a) that is owned solely by the Borrower or such Guarantor Subsidiary, (b) which is subject, to the reasonable satisfaction of the Administrative Agent, to a First Priority Lien, (c) with respect to which no representation or warranty contained in any Loan Document has been breached in any material respect, (d) that is not obsolete or unmerchantable, (e) with respect to which (in respect of any Inventory labeled with a brand name or trademark and sold by the Borrower or Guarantor Subsidiary pursuant to a trademark owned by the Borrower or a Guarantor Subsidiary or a license granted to the Borrower or a Guarantor Subsidiary) the Administrative Agent would have rights under such trademark or license pursuant to the Security Documents or other agreement satisfactory to Administrative Agent to sell such Inventory in connection with a liquidation thereof, and (f) the Administrative Agent and the Co-Collateral Agents have not determined, in their Permitted Discretion, to exclude such Inventory from Eligible Inventory. No Inventory of any Borrower or any Guarantor Subsidiary shall be Eligible Inventory if such Inventory consists of (i) goods returned or rejected by customers other than goods that are undamaged or are resalable in the Ordinary Course of Business, (ii) goods to be returned to suppliers, (iii) goods in transit (except to the extent constituting (x) Eligible LC Inventory, (y) Eligible In-Transit Inventory, or (z) Inventory of Borrower or any Guarantor Subsidiary that has been received by the Borrower or such Guarantor Subsidiary at one of its distribution centers, warehouse or storage facilities, in each case, located in the United States and which Inventory has been entered into such Person’s warehouse inventory system), (iv) work-inprocess, (v) parts and supplies (including, but not limited to, loose fabric, trims and lining material, in each case to the extent it does not constitute a full or partial roll and buttons and other like items), (vi) employee store inventory, (vii) obsolete wholesale shoe inventory, or (viii) Inventory and goods located, stored, used or held at the premises of a third party constituting a Large Inventory Location unless a Lien Waiver shall have been received by the Applicable Agent or with respect to which a reserve has been taken in accordance with clause (d) of the definition of Rent and Charges Reserve. “Eligible Inventory” shall include, without duplication, Eligible LC Inventory and Eligible In-Transit Inventory. Eligible LC Inventory - with respect to the Borrower or any Guarantor Subsidiary, all raw materials and finished goods Inventory owned or to be owned by the Borrower or such Guarantor Subsidiary and covered by Letters of Credit issued by the Issuing Bank for the account of the Borrower or such Guarantor Subsidiary; provided that (a) such raw materials and 22 DB1/ 90693583.6

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finished goods Inventory are or will be in transit to one of the Borrower’s or such Guarantor Subsidiary’s locations in the continental United States, (b) such raw materials and finished goods Inventory are, as of the date such Inventory is owned by the Borrower or such Guarantor Subsidiary, fully insured and subject to a First Priority Lien, (c) all documents, notices, instruments, statements, and bills of lading related to such goods Inventory that the Administrative Agent may reasonably deem necessary or reasonably desirable to evidence ownership by the Borrower or such Guarantor Subsidiary and/or to give effect to and protect the Liens and other rights of the Administrative Agent in connection therewith, are delivered to the Administrative Agent, and are and remain acceptable to Administrative Agent for lending purposes in its reasonable discretion, (d) such Inventory is subject to a Letter of Credit (other than any banker’s acceptance) with an expiry date that is not more than sixty (60) days from the date of the most recently delivered Borrowing Base Certificate of the Borrower, and (e) such Inventory would otherwise satisfy all of the requirements of “Eligible Inventory” hereunder. For the avoidance of doubt, Eligible LC Inventory is without duplication of Eligible In-Transit Inventory. Eligible Partner Shop Inventory - the Inventory of the Borrower and Guarantor Subsidiaries that is classified, consistent with past practice, on the Borrower’s accounting system as “partner shop inventory”. Eligible Retail Store Inventory - the Inventory of the Borrower and the Guarantor Subsidiaries that is classified, consistent with past practice, on the Borrower’s accounting system as “retail store inventory”. Eligible Wholesale Finished Goods - the Inventory of the Borrower and the Guarantor Subsidiaries that is classified, consistent with past practice, on the Borrower’s accounting system as “wholesale finished goods”. Eligible Wholesale Raw Materials - the Inventory of the Borrower and the Guarantor Subsidiaries that is classified, consistent with past practice, on the Borrower’s accounting system as “wholesale raw materials”. Eligible Wholesale Receivables - shall mean and include with respect to the Borrower or any Guarantor Subsidiary, each Account (other than Accounts constituting Eligible Credit Card Receivables) of the Borrower or such Guarantor Subsidiary arising in the Ordinary Course of Business of the Borrower’s or such Guarantor Subsidiary’s business which the Administrative Agent has not determined, in its Permitted Discretion, to exclude from Eligible Wholesale Receivables (which Eligible Wholesale Receivables may include, without limitation, Accounts (other than Accounts constituting Eligible Credit Card Receivables) which arise from the sale of Eligible Partner Shop Inventory pursuant to a Partner Shop Agreement). An Account shall not be deemed eligible unless such Account is subject to a First Priority Lien. In addition, no Account shall be an Eligible Wholesale Receivable if any of the conditions identified below exist: (a) such Account arises out of a sale made by the Borrower or such Guarantor Subsidiary to an Affiliate of such Borrower or such Guarantor Subsidiary or to a Person controlled by an Affiliate of the Borrower or such Guarantor Subsidiary; 23 DB1/ 90693583.6

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(b) such Account is (i) more than sixty (60) days past due according to the original terms of sale or (ii) more than one hundred and twenty (120) days past the original invoice date; (c) 50% or more of the outstanding Accounts of the Account Debtor have become ineligible pursuant to the preceding clause (b) or the Administrative Agent has determined, in its Permitted Discretion, to exclude all Accounts of such Account Debtor from Eligible Wholesale Receivables; (d) the total Accounts of the Account Debtor to the Borrower and the Guarantor Subsidiaries represent more than twenty percent (20%) of the Eligible Wholesale Receivables of the Borrower at such time, but only to the extent of such excess; provided that (i) in the case where (A) a store owned by Federated Department Stores, Inc. or any of its Subsidiaries (all such stores in the aggregate being referred to as the “Federated Group”), (B) Dillard’s, Inc. (“Dillard’s”), or (C) a store owned by any of Target Corporation, Kohl’s Corporation, Hudson’s Bay Company, The TJX Companies, Inc. or any of their respective Subsidiaries (all such stores in the aggregate being referred to as the “Designated Mass Marketers”), respectively, is the Account Debtor, such percentage with respect to the Federated Group, Dillard’s, or such Designated Mass Marketer (if applicable), as the case may be, would be as set forth under the applicable caption below, based upon the rating of the Federated Group, Dillard’s, or such Designated Mass Marketer, as applicable, by Moody’s and S&P, and provided further that any of the foregoing percentages may, from time to time, be increased in the Administrative Agent’s and the Co-Collateral Agents’ discretion (as indicated in writing by the Administrative Agent), or decreased in the Administrative Agent’s and the Co-Collateral Agents’ Permitted Discretion: FEDERATED GROUP OR ANY DESIGNATED MASS MARKETER MAXIMUM PERCENTAGE OF ELIGIBLE WHOLESALE RATING RECEIVABLES (FOR ALL STORES IN THE AGGREGATE) BBB- or greater by S&P and Baa3 or greater by 60% Moody’s BB+ or greater by S&P or Bal or greater by 45% Moody’s BB or greater by S&P or Ba2 or greater by 40% Moody’s BB- or greater by S&P or Ba3 or greater by 35% Moody’s B+ or greater by S&P or B 1 or greater by Moody’s 30% B or greater by S&P or B2 or greater by Moody’s 25% All other ratings or unrated 20% DILLARD’S MAXIMUM PERCENTAGE OF

RATING

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B+ or greater by S&P or B 1 or greater by Moody’s B or greater by S&P or B2 or greater by Moody’s All other ratings or unrated

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ELIGIBLE WHOLESALE RECEIVABLES (FOR ALL STORES IN THE AGGREGATE) 35% 30% 20%

provided that if there is a rating level difference between the two ratings, such lower rating shall govern; provided, further, that the limitations of this clause (d) shall not be applicable to the extent the Accounts of such Account Debtor are supported by credit insurance or another form of third party guaranty, in each case on terms, including, without limitation, assignment terms in favor of the Administrative Agent, acceptable to Administrative Agent and the Required Lenders and (e) (i) any representation or warranty contained in the Loan Documents with respect to such Account has been breached in any material respect or (ii) any covenant contained in the Loan Documents with respect to such Account has been breached in any material respect; (f) the applicable Account Debtor shall (i) apply for, suffer, or consent to the appointment of, or the taking possession by, a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its property or call a meeting of its creditors, (ii) admit in writing its inability, or be generally unable, to pay its debts as they become due or cease operations of its present business, (iii) make a general assignment for the benefit of creditors, (iv) commence a voluntary case under any state or federal bankruptcy laws (as now or hereafter in effect), (v) be adjudicated bankrupt or insolvent, (vi) file a petition seeking to take advantage of any other law providing for the relief of debtors, (vii) acquiesce to, or fail to have dismissed, any petition which is filed against it in any involuntary case under such bankruptcy laws, or (viii) take any action for the purpose of effecting any of the foregoing, in each case unless, (x) such Account is supported by a letter of credit satisfactory to the Administrative Agent, in its Permitted Discretion (as to form, substance, amount, and issuer or domestic confirming bank), that has been delivered to the Administrative Agent and is directly drawable by the Administrative Agent, (y) with respect to post-petition Accounts of the applicable Account Debtor, such Account Debtor has received debtor-in-possession financing sufficient as determined by the Administrative Agent in its sole discretion (as indicated in writing by the Administrative Agent) to finance the ongoing business activities of such Account Debtor or (z) such Account constitutes an administrative claim under Section 503 of the Bankruptcy Code and the Administrative Agent has determined in its sole discretion (as indicated in writing by the Administrative Agent) to include such Account as an Eligible Wholesale Receivable; (g) the chief executive office or other principal office of the Account Debtor with respect to such Account is not located in the United States of America, provided, however, that at Administrative Agent’s option, if the chief executive office and principal place of business of such Account Debtor is located other than in the United States of America, such Account shall be an Eligible Wholesale Receivable if such Account Debtor has delivered to the Borrower or such Guarantor Subsidiary an irrevocable letter of credit issued or confirmed by a 25 DB1/ 90693583.6

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bank satisfactory to Administrative Agent and payable only in the United States of America and in Dollars, sufficient to cover such Account, in form and substance satisfactory to Administrative Agent and if required by Administrative Agent, the original of such letter of credit has been delivered to Administrative Agent or Administrative Agent’s agent and the Borrower or such Guarantor Subsidiary has complied with Administrative Agent’s requirements with respect to the assignment of the proceeds of such letter of credit to Administrative Agent or naming Administrative Agent as transferee beneficiary, as Administrative Agent may specify; provided that, notwithstanding the foregoing, the Administrative Agent and the CoCollateral Agents may determine to include Accounts which would otherwise be excluded pursuant to this clause (g) in Eligible Wholesale Receivables, up to an aggregate amount for the Tranche A Borrowing Base and Tranche A-1 Borrowing Base not exceeding $1,000,000; (h) the sale to the applicable Account Debtor is on a bill-and-hold, guaranteed sale, sale-and-return, sale on approval, consignment or any other repurchase or return basis or is evidenced by chattel paper; (i) Administrative Agent believes, in its reasonable judgment, that collection of such Account is insecure or that such Account may not be paid by reason of the applicable Account Debtor’s financial inability to pay; (j) the applicable Account Debtor is the United States of America, or any state, province, territory, municipality or any department, agency or instrumentality of any of them, unless the Borrower or such Guarantor Subsidiary assigns its right to payment of such Account to Administrative Agent pursuant to the Assignment of Claims Act of 1940, as amended (31 U.S.C. Sub-Section 3727 et seq. and 41 U.S.C. Sub-Section 15 et seq.) or has otherwise complied with other Applicable Laws; (k) the goods giving rise to such Account have not been shipped to and accepted by the applicable Account Debtor or the services giving rise to such Account have not been performed by the Borrower or such Guarantor Subsidiary and accepted by such Account Debtor or the Account otherwise does not represent a final sale; (l) the Account of the applicable Account Debtor exceeds a credit limit determined by Administrative Agent, in its Permitted Discretion, as indicated in writing by the Administrative Agent, to the extent such Account exceeds such limit; (m) the Account is subject to any offset, deduction, defense, dispute, or counterclaim, the applicable Account Debtor is also a creditor or supplier of the Borrower or such Guarantor Subsidiary or the Account is contingent in any respect for any reason; provided, however, that such Account shall be ineligible pursuant to this clause (m) only to the extent (i) of such offset, deduction, defense, dispute, counterclaim or contingency and (ii) in the case the applicable Account Debtor is also a creditor or supplier of such Borrower or such Guarantor Subsidiary, of the amount owed to such creditor or supplier by such Borrower or such Guarantor Subsidiary; (n) such Account is acquired by the Borrower or such Guarantor Subsidiary and such Account has not been subject to a field examination and appraisal by Administrative 26 DB1/ 90693583.6

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Agent (it being understood that the Administrative Agent and the Borrower shall reasonably cooperate to have such field examination and appraisal completed in a timely manner); (o) the Company has made any agreement with any Account Debtor for any deduction therefrom, but only to the extent of any such deduction; (p) shipment of the merchandise or the rendition of services with respect to such Account has not been completed; (q) any return, rejection or repossession of the merchandise with respect to such Account has occurred, but only to the extent of the amount of such Account attributable to the returned, rejected or repossessed merchandise; (r)

such Account is not payable to the Borrower or such Guarantor

(s)

the sale represented by such Account is denominated in a currency other

Subsidiary; than Dollars; (t) such Account is not evidenced by an invoice or other writing in form reasonably acceptable to Administrative Agent; (u) Accounts with respect to which the applicable Account Debtor is located in New Jersey, Minnesota, or any other jurisdiction denying creditors access to its courts in the absence of a Notice of Business Activities Report or other similar filing, unless the Borrower or such Guarantor Subsidiary is incorporated under the laws of such jurisdiction or has either qualified as a foreign corporation authorized to transact business in such jurisdiction or has filed a Notice of Business Activities Report or similar filing with the applicable Governmental Authority for the then current year; or (v) with respect to Accounts which arise from the sale of Eligible Partner Shop Inventory pursuant to a Partner Shop Agreement, the relevant Partner Shop Agreement is terminated. Employee Benefit Plan - any â&#x20AC;&#x153;employee benefit planâ&#x20AC;? as defined in Section 3(3) of ERISA which is sponsored, maintained or contributed to by, or required to be contributed by, Borrower, any of its Subsidiaries, any Guarantor or any of their respective ERISA Affiliates or to which Borrower, any of its Subsidiaries, any Guarantor or any of their respective ERISA Affiliates have any liabilities. Enforcement Action - any rightful action to enforce any Obligations or Loan Documents or to realize upon any Collateral (whether by judicial action, self-help, notification of Account Debtors, exercise of setoff or recoupment, or otherwise). Environmental Agreement - each agreement of Borrower with respect to any Real Estate subject to a Mortgage, pursuant to which Borrowers agree to indemnify and hold harmless Agents and Lenders from liability under any Environmental Laws, except for liability caused by any actions of Agents or the Lenders which are in violation of the Environmental Laws. 27 DB1/ 90693583.6

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Environmental Laws - all Applicable Laws (including all legally binding programs, permits and guidance promulgated by regulatory agencies), relating to public health (but excluding occupational safety and health, to the extent regulated by OSHA) or the protection or pollution of the environment, including CERCLA, RCRA and CWA. Environmental Notice - a notice (whether written or oral) from any Governmental Authority or other Person of any possible noncompliance with, investigation of a possible violation of, litigation relating to, or potential fine or liability under any Environmental Law, or with respect to any Environmental Release, environmental pollution or hazardous materials, including any complaint, summons, citation, order, claim, demand or request for correction, remediation or otherwise. Environmental Release - a release as defined in CERCLA. Equipment - as defined in the UCC or, if applicable, the PPSA, including all machinery, apparatus, equipment, fittings, furniture, fixtures, motor vehicles and other tangible personal Property (other than Inventory), and all parts, accessories and special tools therefor, and accessions thereto and, in any event, including all such Person’s machinery and equipment, including processing equipment, conveyors, machine tools, data processing and computer equipment including embedded software and peripheral equipment and all engineering, processing and manufacturing equipment, office machinery, furniture, materials handling equipment, tools, attachments, accessories, automotive equipment, trailers, trucks, forklifts, molds, dies, stamps, motor vehicles, rolling stock and other equipment of every kind and nature, trade fixtures and fixtures not forming a part of real property, together with all additions and accessions thereto, replacements therefor, all parts therefor, all substitutes for any of the foregoing, fuel therefor, and all manuals, drawings, instructions, warranties and rights with respect thereto, and all products and proceeds thereof and condemnation awards and insurance proceeds with respect thereto. ERISA - the Employee Retirement Income Security Act of 1974, as amended. ERISA Affiliate - any trade or business (whether or not incorporated) under common control with the Borrowers within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of Code). ERISA Event - (a) a Reportable Event with respect to a Pension Plan; (b) the withdrawal of the Borrowers or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which such entity was a “substantial employer” (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the Borrowers or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Pension Plan amendment as a termination under Section 4041 or 4041A of ERISA; (e) the institution by the PBGC of proceedings to terminate a Pension Plan; (f) any event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (g) the determination that any Pension Plan is considered an at-risk 28 DB1/ 90693583.6

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plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA; or (h) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Borrowers or any ERISA Affiliate. Eurodollar Rate - (i) for any Interest Period, with respect to LIBOR Loans, the rate per annum equal to the London Interbank Offered Rate (“LIBOR”) or a comparable or successor rate, which rate is approved by the Administrative Agent, as published on the applicable Reuters or Bloomberg screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period; and if the Eurodollar Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement; and (ii) for any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to LIBOR, at or about 11:00 a.m., London time determined two Business Days prior to such date for U.S. Dollar deposits with a term of one month commencing that day, provided that to the extent a comparable or successor rate is approved by the Administrative Agent in connection herewith, the approved rate shall be applied in a manner consistent with market practice; provided, further that to the extent such market practice is not administratively feasible for the Administrative Agent, such approved rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent. Event of Default - as defined in Section 11. Excess Availability - determined as of any date, the sum of (a) the amount of Tranche A Excess Availability, plus (b) Tranche A-1 Excess Availability. Exchange Agreement – that certain Exchange Agreement, dated February 5, 2015, by and among the Company, Global Holdings, Intermediate Holdings, the other Affiliates of the Company party thereto, and the other parties thereto, as amended and in effected on February 5, 2015, and all related agreements and documents, true and correct copies of which have been previously delivered to the Agents. Excluded Account - as defined in Section 7.1.1. Excluded Subsidiary - (a) [reserved], (b) any Domestic Subsidiary that is prohibited by law, regulation or contractual obligations from providing a Guaranty or that would require a governmental (including regulatory) consent, approval, license or authorization to provide such Guaranty, (c) any not-for-profit Subsidiary, (d) any Captive Insurance Company, (e) [reserved], (f) any Disregarded Domestic Subsidiary and (g) any Foreign Subsidiary; provided that Excluded Subsidiaries shall not include any Subsidiary of Holdings that guarantees or is otherwise liable for any Debt under the Term Debt Documents or any Subordinated Debt. 29 DB1/ 90693583.6

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Excluded Swap Obligation - with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Guaranty of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any Guaranty 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 (determined after giving effect each “keepwell, support or other agreement” for the benefit of such Guarantor and any and all guarantees of such Guarantor’s Swap Obligations by other Obligors (other than the Canadian Debtor)) at the time the Guaranty of such Guarantor, or a grant by such Guarantor of a security interest, becomes 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 Guaranty or security interest is or becomes excluded in accordance with the first sentence of this definition. Excluded Tax - means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 3.6) or such Lender changes its Lending Office, except in each case to the extent that, pursuant to Section 5.8, amounts with respect to such Taxes were payable either to such Lender's assignor with respect to such interest in a Loan or a Commitment immediately before such Lender acquired the applicable interest in a Loan or Commitment or to such Lender with respect to such interest in a Loan or a Commitment immediately before it changed its Lending Office, (c) [reserved], (d) Taxes attributable to such Recipient’s failure to comply with Section 5.8.5 and (e) any U.S. federal withholding Taxes imposed pursuant to FATCA. Existing LC Collateral Account – as defined in Section 2.3.10. Existing Letters of Credit - those Letters of Credit and Bankers’ Acceptances issued by Bank of America and described on Schedule 2.3.1. Extraordinary Expenses - all reasonable and documented costs, expenses or advances that any Agent or Co-Collateral Agent may incur in connection with the Loan Agreement, including those relating to (a) any audit, inspection, repossession, storage, repair, appraisal, insurance, manufacture, preparation or advertising for sale, sale, collection, or other preservation of or realization upon any Collateral; (b) any action, arbitration or other proceeding (whether instituted by or against any Agent, any Lender, any Obligor, any representative of creditors of an Obligor or any other Person) in any way relating to any Collateral (including the validity, perfection, priority or avoidability of any Agent’s Liens with respect to any Collateral or Canadian Collateral), the Pre-Petition Loan Documents, Loan Documents or Obligations, 30 DB1/ 90693583.6

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including any lender liability or other Claims; (c) the exercise, protection or enforcement of any rights or remedies of any Agent in, or the monitoring of, the Insolvency Cases; (d) settlement or satisfaction of any taxes, charges or Liens with respect to any Collateral; (e) any Enforcement Action; (f) negotiation and documentation of any modification, waiver, workout, restructuring or forbearance with respect to any Loan Documents or Obligations; or (g) Protective Advances. Such costs, expenses and advances include transfer fees, taxes, storage fees, insurance costs, permit fees, utility reservation and standby fees, legal fees, appraisal fees, brokers’ fees and commissions, auctioneers’ fees and commissions, accountants’ fees, environmental study fees, wages and salaries paid to employees of any Obligor or independent contractors in liquidating any Collateral, and travel expenses. FATCA - 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 agreements entered into pursuant to Section 1471(b)(1) of the Code, and any intergovernmental agreements entered into pursuant to any of the foregoing. Federal Funds Rate - for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on such day on such transactions as determined by Administrative Agent. Fee Letter - the fee letter agreement dated as of March [__], 2017 between the Borrower, Bank of America and Wells Fargo. Financial Covenant Debt - of any Person means Debt of the type specified in clauses (a), (d), (e), (f) (excluding therefrom Debt comprised of synthetic lease obligations), (g) and, without duplication, (h) of the definition of “Debt” and non-contingent obligations of the type specified in clause (b) of such definition. Financial Officer Certification - with respect to the financial statements for which such certification is required, the certification of the chief financial officer of the Borrower that such financial statements fairly present, in all material respects, the financial condition of the Borrower and its Restricted Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments. Final Order - collectively, the order of the Bankruptcy Court entered in the Chapter 11 Cases after a final hearing under Bankruptcy Rule 4001(c)(2) or such other procedures as approved by the Bankruptcy Court, which order shall be satisfactory in form and substance to Administrative Agent, and from which no appeal or motion to reconsider has been 31 DB1/ 90693583.6

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timely filed, or if timely filed, such appeal or motion to reconsider has been dismissed or denied with no further appeal and the time for filing such appeal has passed unless Administrative Agent waives such requirement), together with all extension, modifications, and amendments thereto, in form and substance satisfactory to the Administrative Agent, which, among other matters but not by way of limitation, authorizes the Borrower and Guarantors to obtain credit, incur (or guaranty) Debt, and grant Liens under this Agreement and the other Loan Documents, as the case may be, and provides for the super-priority of the Administrative Agent’s and the Lenders’ claims. First Priority Lien - a Lien (a) created on any Collateral pursuant to a Security Document in favor of the Applicable Agent for its own benefit and the benefit of the applicable Secured Parties, (b) which is valid, perfected and enforceable and (c) prior in right to any other Lien on such Collateral, other than (i) any Permitted Liens described in Sections 10.2.2(b), (c), (i) or (o), and (ii) Liens which the Administrative Agent has determined (in its sole discretion) to be adequately addressed by the Availability Reserves or the eligibility criteria included in the definitions of the Tranche A Borrowing Base and/or the Tranche A-1 Borrowing Base, as applicable. Fiscal Quarter - for the first three Fiscal Quarters of each year, each 13 week period commencing on the day after the last day of the preceding Fiscal Quarter and for the fourth Fiscal Quarter of each year, the period commencing on the day after the last day of the third Fiscal Quarter and ending on the Saturday closest to January 31 of each year. Fiscal Year - the 52/53 week period commencing on the day after the last day of the preceding Fiscal Year and ending on the Saturday closest to January 31 of each year. Fixtures - as such term is defined in the UCC or, if applicable, as referenced in the PPSA, now owned or hereafter acquired by any Obligor, including fixtures located at a parcel of Real Estate subject to a Mortgage. FLSA - the Fair Labor Standards Act of 1938. Foreign Lender - means a Lender that is not a U.S. Person. For purposes of this definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction. Foreign Plan - any employee benefit plan or arrangement maintained or contributed to by any Obligor or Subsidiary that is not subject to the laws of the United States, or any employee benefit plan or arrangement mandated by a government other than the United States for employees of any Obligor or Subsidiary, including any Canadian Pension Plan. Foreign Subsidiary – (i) any Subsidiary that is not a Domestic Subsidiary or (ii) any Disregarded Domestic Subsidiary. FRB - means the Board of Governors of the Federal Reserve System of the United States. 32 DB1/ 90693583.6

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Fronting Exposure - at any time there is a Defaulting Lender, (a) with respect to the Issuing Bank, such Defaulting Lender’s Pro Rata share of the outstanding LC Obligations other than LC Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof, and (b) with respect to the Administrative Agent, in their capacities as providers of Swingline Loans, such Defaulting Lender’s Pro Rata share of Swingline Loans other than Swingline Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders in accordance with the terms hereof. Full Payment - with respect to any Obligations, (a) the full and complete cash payment thereof, including any interest, fees and other charges accruing during an Insolvency Proceeding (whether or not allowed in the proceeding); and (b) if such Obligations are LC Obligations or inchoate or contingent in nature, such Obligations are Cash Collateralized (or a standby letter of credit acceptable to the Administrative Agent in its reasonable discretion is delivered in the amount of required Cash Collateral). No Loans shall be deemed to have been paid in full until all Commitments related to such Loans have expired or been terminated. Fund - any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities. GAAP - (a) with respect to the Company and its Subsidiaries, generally accepted accounting principles in the United States in effect from time to time (“U.S. GAAP”) and (b) with respect to the Canadian Debtor and its Subsidiaries, generally accepted accounting principles in Canada in effect from time to time; provided that in each case referred to above in this definition of “GAAP” a certified public accountant would, insofar as the use of such accounting principles is pertinent, be in a position to deliver an unqualified opinion (other than a qualification regarding changes in GAAP) as to financial statements in which such principles have been properly applied. With respect to all consolidated and combined financial statements of the Borrowers, “GAAP” will be U.S. GAAP. General Intangibles - as defined in the UCC or, if applicable “intangibles” as defined in the PPSA, including choses in action, causes of action, company or other business records, inventions, blueprints, designs, patents, patent applications, trademarks, trademark applications, trade names, trade secrets, service marks, goodwill, brand names, copyrights, registrations, licenses, franchises, customer lists, permits, tax refund claims, computer programs, operational manuals, internet addresses and domain names, insurance refunds and premium rebates, all rights to indemnification, and all other intangible Property of any kind. Global Holdings - BCBG Max Azria Global Holdings, LLC, a Delaware limited liability company. Global Holdings Operating Agreement – that certain Amended and Restated Operating Agreement of Global Holdings, dated February 5, 2015, by and among each of the members of Global Holdings, as amended and in effect on the Closing Date, and all related agreements and documents, true and correct copies of which have been delivered to the Agents pursuant to Section 6.1(c). 33 DB1/ 90693583.6

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Goods - as defined in the UCC (and/or with respect to any Goods of the Canadian Debtor, as defined in the PPSA). Governmental Approvals - all authorizations, consents, approvals, licenses and exemptions of, registrations and filings with, and required reports to, all Governmental Authorities. Governmental Authority - any federal, state, provincial, territorial, municipal, foreign or other governmental department, agency, commission, board, bureau, court, tribunal, instrumentality, political subdivision, or other entity or officer exercising executive, legislative, judicial, regulatory or administrative functions for or pertaining to any government or court, in each case whether associated with the United States, a state, district or territory thereof, Canada, a province or territory thereof, or a foreign entity or government. Guarantor Subsidiaries - (a) each Domestic Subsidiary (other than a Disregarded Domestic Subsidiary) of the Company party to or that becomes a party to a Guaranty (the â&#x20AC;&#x153;U.S. Guarantor Subsidiariesâ&#x20AC;?), (b) [reserved] and (c) each Subsidiary of Holdings (other than any Excluded Subsidiary) that thereafter guarantees the Obligations pursuant to the terms of this Agreement (including, for the avoidance of doubt, Section 10.1.9), in each case, until such time as the respective Subsidiary is released from its obligations under the applicable Guaranty in accordance with the terms and provisions hereof. On the Closing Date, the Guarantor Subsidiaries are MLA Multibrand Holdings, LLC, a Delaware limited liability company, and Max Rave, LLC, a Delaware limited liability company. Guarantors - each of (a) Holdings, (b) the Guarantor Subsidiaries, and (c) the Company in respect of the payment and performance by each Specified Obligor of its obligations under its Guaranty with respect to all Swap Obligations and (d) each other Person who guarantees payment or performance of any Obligations. Guaranty - each guaranty agreement executed by a Guarantor in favor of any Agent for the benefit of the Secured Parties. Guggenheim - Guggenheim Corporate Funding, LLC or affiliates thereof (and includes, without limitation, Fashion Funding LLC, a Delaware limited liability company). Guggenheim DIP Agent - Guggenheim Corporate Funding, LLC in its capacity as administrative agent and collateral agent under the Guggenheim DIP Credit Agreement. Guggenheim DIP Credit Agreement - the Credit and Guaranty Agreement dated as March [__], 2017 by and among the Company, the Guarantors set forth therein, the lenders party thereto and the Guggenheim DIP Agent, as the same may be amended or otherwise modified from time to time in accordance with the terms of this Agreement and the Intercreditor Agreement. Guggenheim DIP Credit Facility - collectively, the credit facilities provided to the Company by the Guggenheim DIP Credit Facility Lenders under the Guggenheim DIP Credit Agreement. 34 DB1/ 90693583.6

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Guggenheim DIP Credit Facility Lenders - the agents and the lenders under the Guggenheim Credit Agreement and the other Guggenheim Credit Agreement. Guggenheim DIP Funding Account - means account number [____] maintained at Harris Bank over which the Guggenheim DIP Agent has springing dominion and control. Hedging Agreement - an agreement relating to any swap, cap, floor, collar, option, forward, cross right or obligation, or combination thereof or similar transaction, with respect to interest rate, foreign exchange, currency, commodity, credit or equity risk. Holdings - as defined in the preamble hereto. Honor Date - as defined in Section 2.3.3(a). 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 Obligor under any Loan Document and (b) to the extent not otherwise described in (a), Other Taxes. Indemnitees - Agent Indemnitees, Lender Indemnitees, Issuing Bank Indemnitees and Bank of America Indemnitees. Insolvency Cases - collectively, the Chapter 11 Cases and the BIA Proceeding. Insolvency Courts - as applicable and as context may require, either the Bankruptcy Court or the Canadian Court and collectively, the Bankruptcy Court and the Canadian Court. Insolvency Proceeding - any case or proceeding commenced by or against a Person under any state, federal or foreign law for, or any agreement of such Person to, (a) the entry of an order for relief under the Bankruptcy Code, any Canadian Debtor Relief Law, or any other insolvency, debtor relief or debt adjustment law; (b) the appointment of a receiver, interim receiver, national receiver, trustee, liquidator, administrator, conservator, monitor or other custodian for such Person or any part of its Property; or (c) an assignment or trust mortgage for the benefit of creditors. Instrument - as defined in the UCC (and/or with respect to any Instruments of the Canadian Debtor, as defined in the PPSA). Intellectual Property - all intellectual Property of a Person, including patents, patent applications, copyrights, trademarks, service marks, trade names, trade secrets; all embodiments thereof and all related documentation and registrations; and all licenses or other rights to use any of the foregoing. Intellectual Property Claim - any claim or assertion (whether in writing, by suit or otherwise) that any Obligor’s or any Subsidiary’s ownership, use, marketing, sale or distribution of any Inventory, Equipment, Intellectual Property or other Property violates another Person’s Intellectual Property. 35 DB1/ 90693583.6

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Intercreditor Acknowledgement – that Acknowledgement and Agreement, dated as of the Closing Date, by and among the Administrative Agent, the Prior Agent, the Guggenheim DIP Agent and the Prior Guggenheim Agent and acknowledged by the Obligors, as amended. Intercreditor Agreement - the Fourth Amended and Restated Intercreditor Agreement dated as of February 5, 2015, by and among the Prior Agent, the agents for the Prior Guggenheim Credit Facility Lenders and each Obligor, as modified by the Intercreditor Acknowledgement, and as further amended, supplemented or otherwise modified in accordance with the terms thereof. Intercompany Loan – a loan from the Borrower to the Canadian Debtor in the form of inventory, or cash to purchase Inventory, which loan may be made in multiple advances, which loan shall be evidenced by a note that is pledged to the Administrative Agent and in respect of which the Administrative Agent will have a first priority lien. Interest Period - as defined in Section 3.1.3. Interest Rate Hedging Agreement - a Hedging Agreement entered into for the purpose of managing interest rate risk. Interim Order - collectively, the order of the Bankruptcy Court entered in the Chapter 11 Cases after an interim hearing (assuming satisfaction of the standard prescribed in Section 364 of the Bankruptcy Code and Bankruptcy Rule 4001 and other applicable law), together with all extension, modifications, and amendments thereto, in form and substance satisfactory to the Administrative Agent, which, among other matters but not by way of limitation, authorizes, on an interim basis, the Borrower and Guarantors to execute and perform under the terms of this Loan Agreement and the other Loan Documents. International Holdings - BCBG MaxAzria International Holdings, Inc., a California corporation. Inventory - as defined in the UCC or, if applicable, the PPSA, including all goods intended for sale, lease, display or demonstration; all work in process; and all raw materials, and other materials and supplies of any kind that are or could be used in connection with the manufacture, printing, packing, shipping, advertising, sale, lease or furnishing of such goods, or otherwise used or consumed in such Person’s business (but excluding Equipment). Investment - (i) any direct or indirect purchase or other acquisition by Holdings or any of its Restricted Subsidiaries of, or of a beneficial interest in, any of the Securities of any other Person (other than a Guarantor Subsidiary); (ii) any direct or indirect purchase or other acquisition for value, by Holdings or any of its Restricted Subsidiaries from any Person (other than an Obligor), of any Capital Stock of such Person; and (iii) any direct or indirect loan, advance (other than advances to employees for moving, entertainment and travel expenses, drawing accounts and similar expenditures in the Ordinary Course of Business), extension of trade credit or capital contribution by a Person to any other Person, including, without limitation, any trade credit extended or otherwise provided by any Obligor to any Non-Guarantor 36 DB1/ 90693583.6

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Subsidiary or any Affiliate of the Borrower or any Guarantor; provided, however, that the portion of any trade credit or trade accounts receivable constituting an “Investment” shall be limited to the amounts (without duplication) that are (a) more than sixty (60) days past due according to the original terms of sale or (b) outstanding more than one hundred and twenty (120) days past the original invoice date (in each case, sold or invoiced in accordance with the Obligors’ usual and customary historical practices). The amount of any Investment outstanding at any time shall be the original cost or original principal amount of such Investment (i) plus the cost of all additions thereto, without any adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment, and (ii) minus any payment of dividends or distributions, return of capital or repayment of any debt received from the relevant Person. Investment Banker - means an investment banker reasonably acceptable to the Co-Collateral Agents. For the avoidance of doubt, Jefferies LLC shall be a reasonably acceptable Investment Banker. Investment Property - as defined in the UCC or, if applicable, the PPSA. IPO Issuer - the Affiliate of, or successor to, Global Holdings formed for the purpose of issuing Capital Stock in the Qualified IPO. Issuing Bank - with respect to the Company, Bank of America in its capacity as issuer of Letters of Credit for the account or benefit of the Company hereunder and each other Tranche A Lender acceptable to the Administrative Agent and the Company designated from time to time as an “Issuing Bank” or any permitted successor issuer of Letters of Credit hereunder. Issuing Bank Indemnitees - Each Issuing Bank and its branches and Affiliates and each such Person’s respective partners, officers, directors, employees, agents, trustees, advisors and attorneys. ITA - Income Tax Act (Canada), as the same may be amended from time to time, and any regulation promulgated thereunder. Joint Lead Arrangers – MLPFS and Wells Fargo, each in its capacity as joint-lead arranger and joint-book runner. Landlord Lien State - (i) the states of Washington, Virginia, Pennsylvania, (ii) [reserved] and (iii) such other state(s) or jurisdictions in which a landlord’s claim for rent or other obligations has priority over the Lien of the Applicable Agent on any of the Collateral due to (x) any Obligor opening a location in a new jurisdiction after the Closing Date or (y) a change in Applicable Law after the Closing Date. Large Inventory Location - any distribution center, warehouse or storage facility at which Inventory is located and other inventory location leased by any Obligor at which location Obligor has Inventory in excess of $1,000,000. 37 DB1/ 90693583.6

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LC Advance - with respect to each Lender, such Lender’s funding of its participation in any LC Borrowing in accordance with its Pro Rata share. LC Application - an application by Borrower Agent to Issuing Bank for issuance of a Letter of Credit and, in the case of any Acceptance Credit, shall include the related Acceptance Documents, in form and substance reasonably satisfactory to Issuing Bank. LC Borrowing - an extension of credit resulting from (i) a drawing under any Letter of Credit (other than an Acceptance Credit) or (ii) a payment of a Bankers’ Acceptance upon presentation, in each case, which has not been reimbursed on the date when made or refinanced as a Borrowing. LC Conditions - the following conditions necessary for issuance, extension, renewal or amendment of a Letter of Credit for the account of the Company: (a) each of the conditions set forth in Section 6; (b) after giving effect to such issuance, extension, renewal or amendment, (i) total LC Obligations do not exceed the Tranche A Letter of Credit Subline, (ii) no Tranche A Overadvance exists; (c) the expiration date of such Letter of Credit (or the maturity date of any Bankers’ Acceptance issued under such requested Acceptance Credit) is (i) subject to Section 2.3.2(c) in respect of Auto-Extension Letters of Credit, no more than 365 days from issuance, extension, renewal or amendment, in the case of standby Letters of Credit (unless otherwise agreed by the Administrative Agent and Issuing Bank in their sole discretion), (ii) no more than 180 days from issuance, extension, renewal or amendment, in the case of documentary Letters of Credit (unless otherwise agreed by the Administrative Agent and Issuing Bank in their sole discretion), and (iii) on or prior to the Letter of Credit Expiration Date (unless, in the case of this clause (c)(iii), all LC Obligations (including those anticipated to accrue) in respect of such Letter of Credit are Cash Collateralized); (d) the Letter of Credit and payments thereunder are denominated in Dollars; and (e) the form of the proposed Letter of Credit is reasonably satisfactory to Issuing Bank. LC Documents - all documents, instruments and agreements (including LC Requests and LC Applications) delivered by Borrowers or any other Person to Issuing Bank or Agents in connection with issuance, amendment or renewal of, or payment under, any Letter of Credit. LC Guaranty - a guaranty issued by an Issuing Bank to another Person in connection with the issuance by such other Person of Letters of Credit and/or Bankers’ Acceptances hereunder. LC Obligations - the sum (without duplication) of (a) all amounts owing by Company for any drawings under Letters of Credit (including in respect of any payment made by Issuing Bank under any LC Guaranty) and payments under any Bankers’ Acceptance issued for the account or on behalf of the Company or any of its Subsidiaries; (b) the aggregate undrawn amount of all outstanding Letters of Credit and Bankers’ Acceptances issued for the account or on behalf of the Company or any of its Subsidiaries; and (c) all fees and other amounts owing with respect to Letters of Credit and Bankers’ Acceptances issued for the account or on behalf of the Company or any of its Subsidiaries. 38 DB1/ 90693583.6

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LC Request - a request for issuance of a Letter of Credit, to be provided by Borrower to Issuing Bank, in form reasonably satisfactory to the Administrative Agent and Issuing Bank. Lease Reserve Commencement Date - the date that is fourteen (14) weeks prior to the Lease Rejection Date. Lease Rejection Date - the last day of the 120-day lease rejection/assumption period, as such period may be extended or shortened by the Bankruptcy Court. Lease Reserve - a reserve, in an amount established by the Administrative Agent in its Permitted Discretion, in respect of (i) Inventory held at any leased store locations intended to be closed with respect to which the lease therefor is or is intended to be terminated by the applicable Obligor (other than any store subject the Specified Store Closing Sales described in clause (i) thereof unless such location is subject of a lease rejection motion or there has been filed a motion with any Insolvency Court to compel the assumption or rejection of the lease), or (ii) Inventory at leased store locations located in the United States with respect to which the lease has not been assumed commencing on the Lease Reserve Commencement Date, or with respect to any specific location, the date that is fourteen (14) weeks prior to the expiration of such period of time as shall have been consented to for rejection/assumption of such lease by the landlord for such location and approved by the Bankruptcy Court, in each case in an amount determined by the Administrative Agent in its Permitted Discretion. Lender Indemnitees - each Lender and its branches and Affiliates and each such Person’s respective partners, officers, directors, employees, agents, trustees, advisors and attorneys. Lenders - as defined in the preamble to this Agreement, including the Tranche A Lenders, the Tranche A-1 Lenders, and the Administrative Agent in its capacity as a provider of Swingline Loans and any other Person who hereafter becomes a “Lender” pursuant to an Assignment and Assumption Agreement. Lending Office - means, as to any Lender, the office or offices of such Lender described as such in such Lender’s administrative questionnaire, or such other office or offices as a Lender may from time to time notify the Borrower Agent and the Agents, which office may include any Affiliate of such Lender or any domestic or foreign branch of such Lender or such Affiliate. Unless the context otherwise requires each reference to a Lender shall include its applicable Lending Office. Letter of Credit - any standby letter of credit or documentary letter of credit (including, without limitation, any documentary letter of credit providing for payment thereunder upon presentation of drafts payable no later than 60 days after sight and the Existing Letters of Credit) issued by an Issuing Bank for the account or benefit of Borrower or any indemnity, guarantee, exposure transmittal memorandum or similar form of credit support issued by the Applicable Agent or an Issuing Bank for the benefit of Borrower (including, without limitation, any banker’s acceptance issued on account of any letter of credit). 39 DB1/ 90693583.6

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Letter of Credit Expiration Date - the day that is 7 Business Days prior to the Termination Date then in effect (or, if such day is not a Business Day, the next preceding Business Day). Letter of Credit Fees - collectively, the Documentary Letter of Credit Fees and the Standby Letter of Credit Fees. Letter-of-Credit Right - as defined in the UCC. LIBOR - has the meaning specified in the definition of Eurodollar Rate. LIBOR Loan - each set of LIBOR Tranche A Revolver Loans or LIBOR Tranche A-1 Revolver Loans having a common length and commencement of Interest Period. LIBOR Tranche A Revolver Loan - a Tranche A Revolver Loan that bears interest at the Eurodollar Rate plus the Applicable Margin for LIBOR Tranche A Revolver Loans. LIBOR Tranche A-1 Revolver Loan - a Tranche A-1 Revolver Loan that bears interest at the Eurodollar Rate plus the Applicable Margin for LIBOR Tranche A-1 Revolver Loans. License - any license or agreement under which an Obligor is authorized to use Intellectual Property in connection with any manufacture, marketing, distribution or disposition of Collateral, any use of Property or any other conduct of its business. Licensor - any Person from whom an Obligor obtains the right to use any Intellectual Property. Lien - any Personâ&#x20AC;&#x2122;s interest in Property securing an obligation owed to, or a claim by, such Person, whether such interest is based on common law, statute or contract, including liens, security interests, pledges, hypothecations, prior claims, encumbrances, rights or retention, statutory trusts, deemed trusts or security agreements, in any case, of any kind or nature whatsoever. Lien Priority Agreement - an agreement, in form and substance reasonably satisfactory to the Administrative Agent and the Canadian Agent, by which for any Canadian Collateral located in the province of QuĂŠbec, Canada on premises not owned by the owner of such Canadian Collateral, subject to customary exceptions approved by the Administrative Agent and the Canadian Agent in its reasonable discretion, the owner of the premises waives or subordinates or cedes priority of preference and rank in any Lien it may have on any part of the Canadian Collateral in favor of the Administrative Agent and the Canadian Agent. Lien Waiver - an agreement, in form and substance reasonably satisfactory to the Applicable Agent, by which, subject to customary exceptions approved by the Applicable Agent in its reasonable discretion, (a) for any Collateral located on leased premises, the lessor waives or subordinates any Lien it may have on the Collateral, and agrees to permit such Agent to gain access to and enter upon the premises and remove the Collateral or to use the premises to store or 40 DB1/ 90693583.6

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dispose of the Collateral; (b) for any Collateral held by a warehouseman, processor, shipper or freight forwarder, such Person waives or subordinates (other than with respect to certain unpaid fees of logistics providers as to which the Administrative Agent may implement a reserve) any Lien it may have on the Collateral, agrees to hold any Documents in its possession relating to the Collateral as agent for the Applicable Agent, agrees to permit such Agent to gain access to and enter upon the premises and remove the Collateral or to use the premises to store or dispose of the Collateral and/or agrees to deliver the Collateral to such Agent upon request; (c) for any Collateral held by a repairman, mechanic or bailee, such Person acknowledges the Applicable Agent’s Lien, waives or subordinates any Lien it may have on the Collateral, and agrees to deliver the Collateral to such Agent upon request; and (d) for any Collateral subject to a Licensor’s Intellectual Property rights, the Licensor grants to the Applicable Agent the right, visà-vis such Licensor, to enforce such Agent’s Liens with respect to the Collateral, including the right to dispose of it with the benefit of the Intellectual Property, whether or not a default exists under any applicable License. Liquidation - the exercise by the Administrative Agent of those rights and remedies accorded to the Administrative Agent under the Loan Documents and Applicable Law as a creditor of the Obligors with respect to the realization on the Collateral, including (after the occurrence and during the continuation of an Event of Default) the conduct by the Obligors acting with the consent of the Administrative Agent, of any public, private or going-out-ofbusiness sale or other disposition of the Collateral for the purposes of liquidating the Collateral. Loan - a Tranche A Revolver Loan or a Tranche A-1 Revolver Loan. Loan Account - the loan account established by each Lender on its books pursuant to Section 5.7. Loan Documents - this Agreement, the Other Agreements, the Security Documents and all other documents, certificates, instruments or agreements executed and delivered by or on behalf of an Obligor for the benefit of any Agent or any Lender in connection herewith on or after the date hereof. London Banking Day - any day on which dealings in Dollar deposits are conducted by and between banks in the London interbank eurodollar market. Margin Stock - as defined in Regulation U of the Board of Governors. Material Adverse Effect - means the effect of any event or circumstance occurring after February 1, 2014, other than the filing of Insolvency Cases, that taken alone or in conjunction with other events or circumstances, has or could be reasonably expected to have a material adverse change in or a material adverse effect on: (a) the business, operations, liabilities (actual or contingent), Properties or condition (financial or otherwise) of Holdings and its Restricted Subsidiaries considered as a whole, the Company and its Restricted Subsidiaries considered as a whole, or on the validity or priority of Administrative Agent’s Liens on a material portion of the Collateral; (b) the ability of any Obligor to perform any obligations under the Loan Documents, including repayment of any Obligations; (c) the rights and remedies of the Agents or the Lenders under the Loan Documents or the ability of any Agent or any Lender to 41 DB1/ 90693583.6

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enforce or collect the Obligations or to realize upon the Collateral; or (d) the realizable value of the Collateral, taken as a whole. Material Debt - means (i) Term Debt and (ii) any Debt of Holdings or any Restricted Subsidiary incurred in an aggregate outstanding principal amount of $[10,000,000] or more. Material Real Estate - each fee owned Real Estate having a fair market value in excess of $2,000,000 as of the date of the acquisition thereof and (ii) all leasehold properties other than those with respect to which the aggregate rental expense under the lease (with such rent expense calculated consistently with the rent expense set forth in the footnotes to the audited financial statements each fiscal year) is less than $2,000,000 per annum, in the case of this clause (ii) to the extent that such leasehold properties are subject to Lien securing the obligations under any of the Term Debt Documents. Maximum Borrowing Amount - on any date of determination, the sum of (i) the Tranche A Borrowing Base on such date, plus (ii) the Tranche A-1 Borrowing Base on such date. Max Rave - Max Rave, LLC, a Delaware limited liability company. Minimum Collateral Amount - at any time, (i) with respect to Cash Collateral consisting of cash or deposit account balances provided to reduce or eliminate Fronting Exposure during the existence of a Defaulting Lender, an amount equal to 105% of the Fronting Exposure of the Issuing Banks with respect to Letters of Credit issued and outstanding at such time, (ii) with respect to Cash Collateral consisting of cash or deposit account balances provided in accordance with the provisions of Section 2.7.1(i), (ii) or (iii), an amount equal to 105% of the then outstanding amount of all LC Obligations, and (iii) otherwise, an amount determined by the Administrative Agent and the Issuing Bank in their sole discretion. MLPFS - Merrill Lynch, Pierce, Fenner & Smith Incorporated. Moodyâ&#x20AC;&#x2122;s - Moodyâ&#x20AC;&#x2122;s Investors Service, Inc., and its successors. Mortgage - each mortgage, deed of trust or deed to secure debt pursuant to which an Obligor grants to Applicable Agent, for the benefit of Secured Parties, Liens upon the Real Estate interests (fee, leasehold or otherwise) then held by any Obligor, as security for the Obligations. Multiemployer Plan - any employee benefit plan or arrangement described in Section 4001(a)(3) of ERISA, to which any Borrower or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions. Multiple Employer Plan - a Plan which has two or more contributing sponsors (including the Borrower or any ERISA Affiliate) at least two of whom are not under common control, as such a plan is described in Section 4064 of ERISA.

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Narrative Report - with respect to the financial statements for which such narrative report is required, a narrative report describing the operations of the Borrower and the Guarantors and the Canadian Debtor for the applicable fiscal month, Fiscal Quarter or Fiscal Year and for the period from the beginning of the then current Fiscal Year to the end of such period to which such financial statements relate and a comparison to the Borrower’ budget for such periods. Net Equity Proceeds - with respect to the sale or issuance of Capital Stock of Holdings or any of its Restricted Subsidiaries, the excess of (a) the sum of cash and Cash Equivalents received in connection with such transaction over (b) underwriting discounts and commissions, investment banking fees and costs, arranger fees and costs and other reasonable bona fide out-of-pocket costs and expenses associated therewith, including reasonable legal fees and expenses. Net Proceeds - with respect to any sale or other disposition of Collateral during the continuance of an Event of Default, an amount equal to: (i) cash payments (including any cash received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received) received by any Borrower or any of its Subsidiaries from such sale or disposition, minus (ii) any bona fide costs incurred in connection with such sale or disposition, including (a) income or gains taxes payable as a result of any gain recognized in connection with such sale or disposition, if any, associated with such sale or disposition, (b) selling expenses (including reasonable brokers’ fees or commissions, legal fees, transfer and similar taxes), (c) payment of the outstanding principal amount of, premium or penalty, if any, and interest on any Debt (other than the Loans) that is secured by a Lien on the stock or assets in question and that is required to be repaid under the terms thereof as a result of such sale or disposition and (d) a reasonable reserve for any indemnification payments (fixed or contingent) attributable to seller’s indemnities and representations and warranties to purchaser in respect of such sale or disposition undertaken by any Borrower or any of its Subsidiaries in connection with such sale or disposition. Net Insurance/Condemnation Proceeds - an amount equal to: (i) any cash payments or proceeds received by any of Holdings or its Restricted Subsidiaries (a) under any casualty insurance policy in respect of a covered loss thereunder or (b) as a result of the taking of any assets of any of Holdings or its Restricted Subsidiaries by any Person pursuant to the power of eminent domain, condemnation, expropriation or otherwise, or pursuant to a sale of any such assets to a purchaser with such power under threat of such a taking, minus (ii) (a) any bona fide costs incurred by any of Holdings or its Restricted Subsidiaries in connection with the adjustment or settlement of any claims of such Holdings or such Subsidiary in respect thereof, and (b) any bona fide costs incurred in connection with any sale of such assets as referred to in clause (i)(b) of this definition, including income taxes payable as a result of any gain recognized in connection therewith. Notwithstanding the foregoing, but subject to the Intercreditor Agreement, Net Insurance/Condemnation Proceeds shall not include any amounts received by Holdings or its Restricted Subsidiaries under any casualty insurance policy or as a result of a taking with respect to any assets of any Borrower or any of its Subsidiaries constituting Term Loan Primary Collateral (under and as defined in the Intercreditor Agreement).

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Non-Defaulting Lender - at any time, each Lender that is not a Defaulting Lender at such time. Non-Extension Notice Date - as defined in Section 2.3.2(c). Non-Guarantor Subsidiary - any Subsidiary of Holdings that is not required to become a Guarantor Subsidiary. Notes - each Tranche A Revolver Note, Tranche A-1 Revolver Note or other promissory note executed by Borrower to evidence any Obligations. Notice of Borrowing - a Notice of Borrowing or Continuation/Conversation to be provided by Borrower to request the funding of a Borrowing of Loans, which shall be substantially in the form of Exhibit G or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Senior Officer of Borrower. NRV Percentage - the net recovery value of Inventory of Borrower or Guarantor Subsidiary, expressed as a percentage (which shall be an average recovery value based on seasonality), expected to be realized at an orderly, negotiated sale held within a reasonable period of time, net of all liquidation expenses, as determined from the most recent appraisal of Borrowers’ and Guarantor Subsidiaries’ Inventory performed by an appraiser and on terms reasonably satisfactory to Administrative Agent (including, without limitation, updated inventory appraisals and valuations delivered pursuant to Section 8.1.5). Obligations - all (a) principal of and premium, if any, on the Loans, (b) LC Obligations, and other obligations of Obligors with respect to Letters of Credit and Bankers’ Acceptances, (c) interest, expenses, fees and other sums payable by Obligors under the Loan Documents, (d) obligations of Obligors under any indemnity for Claims, (e) Extraordinary Expenses, (f) Bank Product Debt and (g) other Debts, obligations and liabilities of any kind owing by Obligors (or any of them) pursuant to the Loan Documents (including, without limitation, the Obligors obligations under Canada Guarantee and the Collateral Agreement in respect of the Canadian Obligations), in any case, whether now existing or hereafter arising, whether evidenced by a note or other writing, whether accrued during or allowed in any Insolvency Proceeding, whether arising from an extension of credit, issuance of a letter of credit, bankers’ acceptance, acceptance, loan, guaranty, indemnification or otherwise, and whether direct or indirect, absolute or contingent, due or to become due, primary or secondary, or joint or several, provided that the Obligations shall exclude any Excluded Swap Obligations. Obligor - each Borrower, Guarantor, or other Person that is liable for payment of any Obligations or that has granted a Lien in favor of Administrative Agent on its assets to secure any Obligations (or any of them). OFAC - means the Office of Foreign Assets Control of the United States Department of the Treasury. 44 DB1/ 90693583.6

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Order - means, as applicable and as the context may require, (a)(i) the Interim Order or the Final Order, whichever is then applicable, or (ii) the Canadian Order, and (b) collectively, the Interim Order (or the Final Order, whichever is then applicable) and the Canadian Order. Ordinary Course of Business - the ordinary course of business of the Borrowers, the Guarantors or any of their Subsidiaries and undertaken in good faith. Organic Documents - with respect to any Person, its charter, certificate or articles of incorporation, bylaws, articles of organization, limited liability agreement, operating agreement, members agreement, shareholders agreement, partnership agreement, certificate of partnership, certificate of formation, voting trust agreement, or similar agreement or instrument governing the formation or operation of such Person. OSHA - the Occupational Safety and Hazard Act of 1970. Other Agreement - each Note, LC Document, LC Guaranty, Fee Letter, Related Real Estate Document, Borrowing Base Certificate, Compliance Certificate, financial statement or report delivered hereunder, or other document, instrument or agreement (other than this Agreement or a Security Document) now or hereafter delivered by an Obligor or other Person to an Agent or a Lender in connection with any transactions relating hereto. Other Connection Taxes - means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Documents). Other Taxes - means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 3.6). Overadvance Loan - a Base Rate Tranche A Revolver Loan made when a Tranche A Overadvance exists or is caused by the funding of a Tranche A Revolver Loan. Partner Shop Agreement - each agreement entered into between the relevant Obligor and a partner shop relating to Eligible Partner Shop Inventory set forth on Schedule 1.1(b) and any other agreement entered into between the relevant Obligor and a partner shop relating to Eligible Partner Shop Inventory, in all cases, approved by the Administrative Agent in writing and in all cases which is reasonably acceptable in form and substance to the Administrative Agent. Participant - as defined in Section 13.3.1. 45 DB1/ 90693583.6

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Participant Register - as defined in Section 13.3.1. Patent Security Agreements - each patent collateral security and pledge agreement or other patent security agreement pursuant to which an Obligor grants to Applicable Agent, for the benefit of Secured Parties, a Lien on such Obligor’s interests in patents, as security for the Obligations. Patriot Act - the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Pub. L. No. 107-56, 115 Stat. 272 (2001). Payment Intangible - as defined in the UCC. Payment Item - each check, draft or other item of payment payable to Borrower, including those constituting proceeds of any Collateral. PBA - the Pension Benefits Act (Ontario) or any other Canadian federal or provincial statute in relation to Canadian Pension Plans, and any regulations thereunder, as amended from time to time. PBGC - the Pension Benefit Guaranty Corporation. Pension Funding Rules - the rules of the Code and ERISA regarding minimum required contributions (including any installment payment thereof) to Pension Plans and set forth in, with respect to plan years ending prior to the effective date of the Pension Protection Act of 2006, Section 412 of the Internal Revenue Code and Section 302 of ERISA, each as in effect prior to the Pension Protection Act of 2006 and, thereafter, Section 412, 430, 431, 432 and 436 of the Internal Revenue Code and Sections 302, 303, 304 and 305 of ERISA. Pension Plan - means any employee pension benefit plan (including a Multiple Employer Plan or a Multiemployer Plan) that is maintained or is contributed to by any Borrower and any ERISA Affiliate and is either covered by Title IV of ERISA or is subject to the minimum funding standards under Section 412 of the Code. Permitted Discretion - the exercise of the Applicable Agent’s reasonable discretion (from the perspective of a secured asset-based lender) in consideration of any factor which (a) may adversely affect the value of any Revolving Credit Primary Collateral or Canadian Collateral, the enforceability or priority of the Applicable Agent’s Liens thereon, any priority or pari passu claims with respect to Revolving Credit Primary Collateral or Canadian Collateral or interests therein or the amount that the Agents and the Lenders could receive (after giving consideration to delays in payment and costs of enforcement) in the liquidation thereof, (b) reflects any adverse claim against any Borrower, any Guarantor or any of their Subsidiaries, (c) may suggest that any collateral report or financial information delivered to the Applicable Agent or the Lenders by any Person on behalf of any Borrower, Holdings or any of their respective Subsidiaries is incomplete, inaccurate or misleading, (d) may increase the likelihood that the Secured Parties would not receive timely payment in full in cash for all of the Obligations, or (e) reflects an event, condition, contingency or risk which could reasonably be expected to have an 46 DB1/ 90693583.6

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adverse effect on the business or assets of any Borrower or any other Obligor. In exercising such judgment, the Applicable Agent may consider factors already included in or tested by the definition of the Tranche A Borrowing Base or Tranche A-1 Borrowing Base as applicable (or any defined terms used therein), as well as any other factors it determines in its good faith judgment (from the perspective of a secured asset-based lender), including, without limitation: (i) the changes in collection history and dilution or collectability with respect to Accounts; (ii) changes in demand for, pricing of, or product mix of Inventory; (iii) changes in any concentration of risk with respect to Accounts or Inventory; (iv) any factors described in any examinations, inspections, audits or appraisals of, or relating to, any Obligor or any financial matters or Collateral matters and (v) any other considerations or factors that could change the credit risk of lending to any Borrower on the security of any Revolving Credit Primary Collateral or Canadian Collateral. The burden of establishing lack of good faith hereunder shall be on the Borrower. The exercise of Permitted Discretion shall not be limited to matters which constitute a breach of, or default under, any of the provisions hereof. Permitted Holders - the holders of Capital Stock of Global Holdings on the Closing Date, excluding Azria and Affiliates thereof. Permitted Lien - as defined in Section 10.2.2. Person - any individual, corporation, limited liability company, unlimited liability company, partnership, joint venture, joint stock company, land trust, business trust, unincorporated organization, Governmental Authority or other entity. Petition Date â&#x20AC;&#x201C; as to the U.S. Debtors, the Canadian Debtor and as the context may require, (a) February [__], 2017, the date of commencement of the Chapter 11 Cases of the U.S. Debtors and (b) February [__], 2017, the date of commencement of the BIA Proceedings. Plan - any employee benefit plan within the meaning of Section 3(3) of ERISA (including a Pension Plan), maintained for employees of any Borrower or any ERISA Affiliate of such Borrower or any such Plan to which any Borrower or any ERISA Affiliate of such Borrower is required to contribute on behalf of any of its employees. Plan of Reorganization - [shall mean a plan of reorganization in form and substance satisfactory to the Administrative Agent and the Co-Collateral Agents in all respects and consented to by the Administrative Agents and the Co-Collateral Agents confirmed by an order (in form and substance satisfactory to the Co-Collateral Agents) of the U.S. Bankruptcy Court under the Chapter 11 Cases (i), containing a provision for termination of the Commitments and repayment in full in cash of all of the Obligations, the Prior Lender Obligations and the Canadian Obligations on or before the effective date of such plan, (ii) containing a release in favor of the Agents and the Lenders and their respective affiliates, (iii) containing provisions with respect to the settlement or discharge of all claims and other debts and liabilities, and such Plan of Reorganization shall be in full force and effect and shall not have been modified, altered,

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amended or otherwise changed or supplemented without the prior written consent of the Administrative Agents and (iv) such other terms as the Administrative Agents may require]. 1 Post-Petition - the time period commencing immediately upon the filing of the applicable Insolvency Cases. PPSA - the Personal Property Security Act of Ontario (or any successor statute) or similar legislation of any other Canadian jurisdiction, including, without limitation, the Civil Code of Québec, the laws of which are required by such legislation to be applied in connection with the issue, perfection, enforcement, opposability, enforceability, validity or effect of security interests or hypothecs. Pre-Petition - the time period ending immediately prior to the filing of the applicable Insolvency Cases. Pre-Petition Closing Date - February 5, 2015. Pre-Petition Guggenheim Credit Agreement - the Fifth Amended and Restated Credit and Guaranty Agreement dated as August 12, 2016, by and among the Company, the Guarantors set forth therein, the lenders party thereto and Guggenheim Corporate Funding, LLC, as lead arranger, sole book runner, administrative agent and collateral agent, as amended or otherwise modified prior to the Closing Date in accordance with the terms of the Pre-Petition Loan Agreement and the Intercreditor Agreement. Pre-Petition Guggenheim Credit Facility - the credit facilities provided to the Company by the Prior Guggenheim Credit Facility Lenders under the Pre-Petition Guggenheim Credit Agreement. Pre-Petition Indemnity Account – means an amount equal to $[_____] for the purpose of securing contingent indemnification obligations and other contingent claims arising under the Pre-Petition Loan Agreement, the other Pre-Petition Loan Documents or otherwise in respect of the Prior Lender Obligations in the event the Prior Agent and the Prior Lenders have not received releases and discharges of claims and liabilities, in form and substance reasonably satisfactory to the Prior Agent and the Prior Lenders, at the time of payment in full in cash of all Prior Lender Obligations other than contingent obligations relating thereto. Pre-Petition Loan Agreement – as defined in the Recitals hereto. Pre-Petition Loan Documents – the “Loan Documents” as set forth in the PrePetition Loan Agreement. Prior Agent – Bank of America, as the administrative agent under the Pre-Petition Loan Agreement.

Note to Draft – Discuss; subject to review of draft plan of reorganization.

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Prior Guggenheim Agent - the administrative agent and collateral agent under the Pre-Petition Guggenheim Credit Agreement. Prior Guggenheim Credit Facility Lenders - the lenders under the Pre-Petition Guggenheim Credit Agreement. Prior Lender Obligations - all “Obligations” as defined in the Pre-Petition Loan Agreement. Prior Lenders - the lenders under the Pre-Petition Loan Agreement. Prior Tranche A-1 Revolver Loans - means Prior Lender Obligations in respect of principal of “Tranche A-1 Revolver Loans” under, and as defined in, the Pre-Petition Loan Agreement and interest, expenses, fees and other sums payable in respect thereof under the PrePetition Loan Documents. Prior Week - as of any date of determination, the immediately preceding week ended on a Saturday and commencing on the prior Sunday. Pro Rata - (a) with respect to any Tranche A Lender, a percentage (expressed as a decimal, rounded to the ninth decimal place) determined (i) while the Tranche A Revolver Commitments are outstanding, by dividing the amount of such Tranche A Lender’s Tranche A Revolver Commitment by the aggregate amount of all Tranche A Revolver Commitments; and (ii) at any other time, by dividing the amount of such Tranche A Lender’s Tranche A Revolver Loans and LC Obligations by the aggregate amount of all outstanding Tranche A Revolver Loans and LC Obligations, and (b) with respect to any Tranche A-1 Lender, a percentage (expressed as a decimal, rounded to the ninth decimal place) determined (i) while the Tranche A1 Revolver Commitments are outstanding, by dividing the amount of such Tranche A-1 Lender’s Tranche A-1 Revolver Commitment by the aggregate amount of all Tranche A-1 Revolver Commitments; and (ii) at any other time, by dividing the amount of such Tranche A-1 Lender’s Tranche A-1 Revolver Loans by the aggregate amount of all outstanding Tranche A-1 Revolver Loans. The Pro Rata share of any Lender is subject to adjustment as provided in Section 2.8. Properly Contested - with respect to any obligation of an Obligor, (a) the obligation is subject to a bona fide dispute regarding amount or the Obligor’s liability to pay; (b) the obligation is being properly contested in good faith by appropriate proceedings promptly instituted and diligently pursued; (c) appropriate reserves have been established in accordance with GAAP; (d) non-payment could not reasonably be expected to have a Material Adverse Effect, nor is reasonably expected to result in forfeiture or sale of any assets of the Obligor; (e) no Lien is imposed on assets of the Obligor, unless bonded and stayed to the satisfaction of Agents; and (f) if the obligation results from entry of a judgment or other order, such judgment or order is stayed pending appeal or other judicial review. Property - any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible.

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Property Loss Event - (a) any loss of or damage to property of any Obligor that results in the receipt by such Person of proceeds of insurance which exceeds $1,000,000 (individually or in the aggregate) or (b) any taking of property of any Obligor that results in the receipt by such Person of a compensation payment in respect thereof which exceeds $1,000,000 (individually or in the aggregate). Protective Advances - as defined in Section 2.1.4. Qualifying IPO - the first underwritten public offering by the Global Holdings or IPO Issuer of its Capital Stock after the Closing Date pursuant to a registration statement that has been declared effective by the United States Securities and Exchange Commission, the aggregate net proceeds of which are at least $75,000,000. RCRA - the Resource Conservation and Recovery Act (42 U.S.C. §§ 69916991i). Real Estate - all right, title and interest (whether as owner, lessor or lessee) in any real Property or any buildings, structures, parking areas or other improvements thereon. Recapitalization Transaction – the “Recapitalization Transactions” as defined in the Exchange Agreement. Recapitalization Documents – collectively, the Contribution Agreement, the Exchange Agreement and the Global Holdings Operating Agreement, in each case, together with all exhibits, schedules and annexes thereto. Recipient - means any Agent, any Lender, any Issuing Bank or any other recipient of any payment to be made by or on account of any obligation of any Obligor hereunder. Register - as defined in Section 13.2.2. Related Parties - with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates. Related Real Estate Documents - with respect to any Real Estate subject to a Mortgage, the following, in form and substance reasonably satisfactory to Administrative Agent and received by Administrative Agent for review at least 15 days prior to the effective date of the Mortgage (or such shorter length of time acceptable to Administrative Agent in its reasonable discretion), but only to the extent required by the collateral agent under the Term Debt Documents: (a) a mortgagee title policy (or binder therefor) covering Applicable Agent’s interest under the Mortgage, in a form and amount and by an insurer reasonably acceptable to Applicable Agent, which must be fully paid on such effective date; (b) such assignments of leases, rents, estoppel letters, attornment agreements, consents, waivers and releases as Administrative Agent may require with respect to other Persons having an interest in the Real Estate; (c) if otherwise in the possession of an Obligor, a current, as-built survey of the Real Estate, containing a metes-and-bounds property description and flood plain certification, and certified by a licensed surveyor reasonably acceptable to Administrative Agent; (d) 50 DB1/ 90693583.6

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notwithstanding the requirements of the collateral agent under the Term Debt Documents, flood determinations reasonably acceptable to Administrative Agent and, if necessary, flood insurance in an amount, with endorsements and by an insurer reasonably acceptable to Administrative Agent, and (e) if otherwise in the possession of an Obligor, or if reasonably requested by Administrative Agent to assess Obligor’s risk of liability under Environmental Laws, a Phase I (and to the extent appropriate, Phase II) environmental assessment report, prepared by an environmental consulting firm reasonably satisfactory to Administrative Agent, and accompanied by such reports, certificates, studies or data as Administrative Agent may reasonably require, which shall all be in form and substance reasonably satisfactory to Administrative Agent. Remedies Notice Period - has the meaning assigned to the term “Remedies Notice Period” in the Interim Order (or the Final Order, when applicable) Removal Effective Date - as defined in Section 12.8.1(b). Rent and Charges Reserve - the aggregate amount of Availability Reserves established by the Administrative Agent, in its discretion, from time to time in respect of (a) all past due rent and other amounts owing by an Obligor to any landlord, warehouseman, processor, repairman, mechanic, shipper, freight forwarder or other Person who possesses any Inventory or could assert a Lien on any Inventory; (b) in the case of Inventory located at a leased premise located in a Landlord Lien State (not constituting a Large Inventory Location) for which a Lien Waiver has not been executed, an amount equal to one month’s rent, (c) [reserved], and (d) in the case of Inventory located, stored, used or held at the premises of a third party constituting a Large Inventory Location for which a Lien Waiver has not been executed, an amount equal to three month’s rent. In determining any Rent and Charges Reserve under clauses (b) and (d) of this definition, the Administrative Agent may take into account any security deposits paid, or letters of credit or other credit support provided, by the applicable Obligor to the relevant landlord. Report - as defined in Section 12.2.3. Reportable Event - any event set forth in Section 4043(b) of ERISA, with respect to which an advance notice to the PBGC is required under ERISA and for which there is no applicable waiver. Required Lenders - at any time (a) there shall be less than four non-Affiliated Lenders, all Lenders and (b) there shall be four or more non-Affiliated Lenders, at least three non-Affiliated Lenders having (i) Commitments in excess of 50% of the aggregate Commitments or (ii) if the Commitments have terminated, Loans and LC Obligations in excess of 50% of all outstanding Loans and LC Obligations. The Commitments or Loans, and LC Obligations, as applicable, of any Defaulting Lender shall be disregarded in determining Required Lenders at any time; provided that, the amount of any participation in any Swingline Loan and Unreimbursed Amounts that such Defaulting Lender has failed to fund that have not been reallocated to and funded by another Lender shall be deemed to be held by the Lender that is the Swingline Lender or Issuing Bank, as the case may be, in making such determination. 51 DB1/ 90693583.6

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Required Milestone - as defined on Schedule 10.1.20. Required Tranche A Revolver Lenders - at any time (a) there shall be less than four non-Affiliated Tranche A Revolver Lenders, all Tranche A Revolver Lenders and (b) there shall be four or more non-Affiliated Tranche A Revolver Lenders, at least three non-Affiliated Tranche A Revolver Lenders having (i) Tranche A Revolver Commitments in excess of 50% of the aggregate Tranche A Revolver Commitments or (ii) if the Tranche A Revolver Commitments have terminated, Tranche A Revolver Loans and LC Obligations in excess of 50% of all outstanding Tranche A Revolver Loans and LC Obligations. The Tranche A Revolver Commitments or Tranche A Revolver Loans, and LC Obligations, as applicable, of any Defaulting Lender shall be disregarded in determining Required Tranche A Revolver Lenders at any time; provided that, the amount of any participation in any Swingline Loan and Unreimbursed Amounts that such Defaulting Lender has failed to fund that have not been reallocated to and funded by another Lender shall be deemed to be held by the Lender that is the Swingline Lender or Issuing Bank, as the case may be, in making such determination. Resignation Effective Date - as defined in Section 12.8.1(a). Restricted Junior Payment - (i) any dividend or other distribution, direct or indirect, on account of any shares of any class of stock or other ownership interest of an Obligor now or hereafter outstanding, except a dividend payable solely in shares of that class of stock to the holders of that class; (ii) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares of any class of stock or other ownership interest of an Obligor now or hereafter outstanding; (iii) any payment made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire shares of any class of stock or other ownership interest of an Obligor now or hereafter outstanding; (iv) any payment or prepayment of principal of, premium, if any, or interest on, or redemption, purchase, retirement, defeasance (including in-substance or legal defeasance), sinking fund or similar payment with respect to, any Subordinated Debt; (v) any payment of any management, consulting, monitoring, advisory and other fees, indemnities, expenses or other amounts to any Permitted Holder, Azria or any other holder of any class of Capital Stock of an Obligor (pursuant to the Services Agreement or otherwise) and (vi) any Investment by a Subsidiary in Holdings or any Person holding, directly or indirectly, Capital Stock of Holdings. Restricted Subsidiary - any Subsidiary of Holdings. Restructuring Advisor - means a financial advisor reasonably acceptable to the Co-Collateral Agent. For the avoidance of doubt, Alix Partners LLC shall be a reasonably acceptable Restructuring Advisor. Revolving Credit Primary Collateral â&#x20AC;&#x201C; has the meaning specified in the Intercreditor Agreement. S&P - Standard & Poorâ&#x20AC;&#x2122;s Ratings Services, a division of The McGraw-Hill Companies, Inc., and its successors.

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Sanctions - means any sanction administered or enforced by the United States Government (including without limitation, OFAC), the Government of Canada, the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority. Sarbanes-Oxley - the Sarbanes-Oxley Act of 2002. Securities - any stock, shares, partnership interests, voting trust certificates, certificates of interest or participation in any profit-sharing agreement or arrangement, options, warrants, bonds, debentures, notes, or other evidences of indebtedness, secured or unsecured, convertible, subordinated or otherwise, or in general any instruments commonly known as “securities” or any certificates of interest, shares or participations in temporary or interim certificates for the purchase or acquisition of, or any right to subscribe to, purchase or acquire, any of the foregoing. Securities Account - the meaning given to such term in the UCC or, if applicable, the PPSA. Securities Account Control Agreement - an agreement, in form and substance reasonably acceptable to the Applicable Agent, executed by the relevant Obligor, the relevant Approved Securities Intermediary and any other party thereto (if any). Securities Laws - the Securities Act of 1933, the Securities Exchange Act of 1934, Sarbanes-Oxley and the applicable accounting and auditing principles, rules, standards and practices promulgated, approved or incorporated by the SEC or the Public Company Accounting Oversight Board, as each of the foregoing may be amended and in effect on any applicable date hereunder. Secured Parties - Administrative Agent, the Co-Collateral Agents, the Issuing Banks, Lenders and providers of Bank Products. Security Agreements – the Collateral Agreement or other any other security agreement pursuant to which an Obligor grants to Administrative Agent, for the benefit of Secured Parties, a Lien on such Obligor’s interests in the Collateral, as security for the Obligations. Security Documents – the Guaranties (including the Canada Guaranty), the Security Agreements, the Intercreditor Agreement, Lien Waivers, Credit Card Agreements, the Mortgages, the Trademark Security Agreements, the Copyright Security Agreements, Patent Security Agreements, the Account Control Agreements and all other documents, instruments and agreements now or hereafter securing (or given with the intent to secure) any Obligations. Senior Officer - the chairman of the board, president, chief executive officer, chief restructuring officer, treasurer or chief financial officer or other responsible financial officer acceptable to the Co-Collateral Agents, in each case, of Borrower or, if the context requires, an Obligor and, solely for purposes of notices given under Section 4, any other officer or employee of the applicable Obligor so designated by any of the foregoing officers in a notice 53 DB1/ 90693583.6

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to the Administrative Agent or any other officer or employee of the applicable Obligor designated in or pursuant to an agreement between the applicable Obligor and the Administrative Agent. Any document delivered hereunder that is signed by a Senior Officer of an Obligor shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Obligor and such Senior Officer shall be conclusively presumed to have acted on behalf of such Obligor. Services Agreement - the services agreement, dated as of the Closing Date, by and among Fashion Funding LLC and Global Holdings, as the same may be amended, modified, supplemented or otherwise modified from time to time in accordance with its terms and the terms of this Agreement. Settlement Report - a report delivered by Administrative Agent to Lenders summarizing the Loans and participations in LC Obligations outstanding as of a given settlement date, allocated to Lenders on a Pro Rata basis in accordance with their Commitments under the relevant facilities. Software - as defined in the UCC. Specified Disposition Letter - that certain letter agreement governing inventory disposition, dated on or about February 1, 2017, by and among the Company and the Specified Liquidation Agents, which, among other things, provides for the Specified Store Closing Sale, as amended, supplemented or modified with the consent of the Administrative Agent. Specified Intercompany Note - has the meaning set forth in the definition of Intercompany Loan. Specified Liquidation Agents - collectively, Hilco Merchant Resources, LLC and Gordon Brothers Retail Partners, LLC, together with their Affiliates acting with respect to the Specified Store Closing Sales described in clause (i) of the definition thereof and the Canadian Liquidation. Specified Obligor - any Obligor that is not an “eligible contract participant” under the Commodity Exchange Act (determined prior to giving effect to any “keepwell, support or other agreement” for the benefit of such Obligor and any and all guarantees of such Obligor’s Swap Obligation by the other Obligors. Specified Partner Shop Assets - the partner shop business of the Canadian Debtor with Hudson’s Bay Company, including as restructured in the BIA Proceedings. Specified Sale Process Default - the occurrence of any Event of Default specified in Section 11.1(a) (payment default), Section 11.1(b)(i) (incorrect information in Compliance Certificates, Borrowing Base Certificates and Approved Budget Variance Reports), Section 11.1(c) (but only with respect to (i) Section 2.1.3 (Use of Proceeds), (ii) Section 7.1 (cash management), (iii) Section 8.1 (delivery of Borrowing Base Certificates and related information), (iv) Section 10.1.1 (Inspections; Appraisals), (v) Section 10.1.2 (Financial and Other Information), (vi) Section 10.1.19(b) (budget covenants), (vii) Section 10.1.19(c) 54 DB1/ 90693583.6

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(delivery of Compliance Certificates and Approved Budget Variance Reports), (viii) Section 10.1.20 (Required Milestones) or (ix) Section 10.1.22 (Co-Collateral Agent’s Advisors) or Section 11.1(s) hereof. Specified Store Closing Sales - means (i) the closure of 120 of the Borrowers’ store locations listed on Schedule 1.1(c) conducted by the Specified Liquidation Agents pursuant to the Specified Disposition Letter and (ii) any additional stores approved in writing by the Administrative Agent in its reasonable discretion (subject to the performance of a desktop appraisal in form an substance acceptable to Administrative Agent) and the liquidation of assets related thereto by an liquidator approved by the Administrative Agent (it being agreed that the Specified Liquidation Agents shall be satisfactory) pursuant to bidding procedures, a liquidation agreement approved by the Administrative Agent and all other relevant documents executed in connection therewith, each, as applicable, to be in form and substance reasonably satisfactory to the Administrative Agent. Spot Rate - the exchange rate, as determined by the Applicable Agent, that is applicable to conversion of one currency into another currency, which is (a) the exchange rate reported by Bloomberg (or other commercially available source designated by the Applicable Agent) as of the end of the preceding business day in the financial market for the first currency; or (b) if such report is unavailable for any reason, the spot rate for the purchase of the first currency with the second currency as in effect during the preceding business day in Applicable Agent's principal foreign exchange trading office for the first currency. Standby Letter of Credit Fee - as defined in Section 3.2.2. Stated Maturity Date – [July __], 2017. 2 Subordinated Debt - Debt which is expressly subordinated in right of payment to the prior payment in full of the Obligations on terms acceptable to the Administrative Agent and the Co-Collateral Agents. Subsidiary - with respect to any Person, any corporation, partnership, limited liability company, unlimited liability company, association, joint venture or other business entity of which more than 50% of the total voting power of shares of stock or other ownership interests entitled (without regard to the occurrence of any contingency) to vote in the election of the Person or Persons (whether directors, managers, trustees or other Persons performing similar functions) having the power to direct or cause the direction of the management and policies thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof; provided, in determining the percentage of ownership interests of any Person controlled by another Person, no ownership interest in the nature of a “qualifying share” of the former Person shall be deemed to be outstanding. Unless otherwise qualified, all references to a “Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a Subsidiary or Subsidiaries of Holdings.

Note to Draft – To be 150 days from the Closing Date.

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Successor Case - (i) with respect to the Chapter 11 Cases, any subsequent proceedings under Chapter 7 of the Bankruptcy Code, and (ii) with respect to the BIA Proceedings, any subsequent bankruptcy proceeding under the BIA or any receivership or other Canadian Insolvency Proceeding. Supporting Obligation - as defined in the UCC. Swap Obligations - with respect to any Guarantor any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act. Swingline Loan - any Borrowing of Base Rate Tranche A Revolver Loans funded with Administrative Agent’s funds, until such Borrowing is settled among Lenders pursuant to Section 4.1.3. Swingline Loan Notice - means a notice of a Swingline Loan borrowing pursuant to Section 4.1.3, which shall be substantially in the form of Exhibit G-2 or such other form as approved by the Applicable Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Applicable Agent), appropriately completed and signed by a Senior Officer of Borrower. Syndication Agent - Wells Fargo, in its capacity as a syndication agent under the Loan Documents. Taxes - means all present or future taxes, levies, imposts, duties, fees, assessments, deductions, withholdings (including backup withholding), or other charges of whatever nature imposed by any Governmental Authority, including any interest, additions to tax or penalties and similar liabilities applicable thereto. For greater certainty, Taxes shall include all Taxes imposed pursuant to Part XIII of the ITA or any successor provisions thereto. Term Debt - the Guggenheim DIP Credit Facility. Term Debt Documents - the “Credit Documents” under and as defined in the Guggenheim DIP Credit Agreement, and any agreements or instruments executed in connection with any Term Debt. Termination Date - The date that is the earliest to occur of (a) Stated Maturity Date, (b) the effective date of a plan of reorganization for the U.S. Debtors, (c) the date of consummation of a sale of all or substantially all of the U.S. Debtors’ assets under Section 363 of the Bankruptcy Code or (d) the date the Administrative Agent, or the Administrative Agent at the direction of the Required Lenders, provides written notice to the Borrower of the election to accelerate all Obligations following the occurrence of an Event of Default. Trademark Security Agreements - each trademark collateral security and pledge agreement or other trademark security agreement pursuant to which an Obligor grants to Applicable Agent, for the benefit of Secured Parties, a Lien on such Obligor’s interests in trademarks, as security for the Obligations. 56 DB1/ 90693583.6

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Tranche A Borrowing Base - on any date of determination, an amount equal to the lesser of (a) the aggregate amount of the Tranche A Revolver Commitments, and (b) the result of (i) 90% of the NRV Percentage of the Value of Eligible Inventory of the Company and the U.S. Guarantor Subsidiaries, plus (ii) 90% of Eligible Wholesale Receivables of the Company and the U.S. Guarantor Subsidiaries, net of the amount of the Dilution Reserve, if any, in respect thereof, plus (iii) 90% of Eligible Credit Card Receivables of the Company and the U.S. Guarantor Subsidiaries, minus (iv) the sum of (x) the Availability Reserves in respect of the Tranche A Borrowing Base and (y) the Availability Block allocated by the Administrative Agent to the Tranche A Borrowing Base. Notwithstanding the foregoing, in no event shall the aggregate amount of Eligible In-Transit Inventory and Eligible LC Inventory included in the Tranche A Borrowing Base and the Tranche A-1 Borrowing Base exceed 20.0% of the aggregate of the Tranche A Borrowing Base and the Tranche A-1 Borrowing Base. Tranche A Excess Availability - determined as of any date, the amount that Company is entitled to borrow as Tranche A Revolver Loans, being the result (but not less than zero) of (a) Tranche A Borrowing Base, minus (b) the sum of (i) the principal balance of all Tranche A Revolver Loans, plus (ii) the LC Obligations plus (iii) the Dollar Equivalent of aggregate amount of the Prior Lender Obligations (excluding (I) Canadian Obligations and (II) Prior Tranche A-1 Revolver Loans) outstanding at such time. Tranche A Lenders - the Lenders indicated on Schedule 1.1(a) as Lenders of Tranche A Revolver Loans, Administrative Agent in its capacity as a provider of Swingline Loans for the account of the Company and any other Person who hereafter becomes a “Tranche A Lender” pursuant to an Assignment and Assumption Agreement. Tranche A Letter of Credit Subline - $15,000,000. Tranche A Overadvance - as defined in Section 2.1.4. Tranche A Revolver Commitment - for any Tranche A Lender, its obligation to make Tranche A Revolver Loans and to participate in LC Obligations up to the maximum principal amount shown on Schedule 1.1(a), or as specified hereafter in the most recent Assignment and Assumption Agreement to which it is a party. “Tranche A Revolver Commitments” means the aggregate amount of such commitments of all Lenders. As of the Closing Date, the Tranche A Revolver Commitments are $75,000,000. Tranche A Revolver Loan - (a) a Loan made pursuant to Section 2.1.1(a), (b) any Swingline Loan for the account of the Company, (c) any Overadvance Loan deemed by Administrative Agent to be a Tranche A Revolver Loan or (d) any Protective Advance deemed by Administrative Agent to be a Tranche A Revolver Loan. Tranche A Revolver Note - a promissory note to be executed by the Company in favor of a Tranche A Lender in the form of Exhibit A, which shall be in the amount of such Lender’s Tranche A Revolver Commitment and shall evidence the Tranche A Revolver Loans made by such Lender.

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Tranche A-1 Borrowing Base - on any date of determination, an amount equal to the lesser of (a) the aggregate amount of the Tranche A-1 Revolver Commitments, and (b) the result of (i) 2.5% of the NRV Percentage of the Value of Eligible Inventory of the Company and the U.S. Guarantor Subsidiaries, minus (ii) the sum of (x) the Availability Reserves in respect of the Tranche A-1 Borrowing Base and (y) the Availability Block allocated by the Administrative Agent to Tranche A-1 Borrowing Base. Notwithstanding the foregoing, in no event shall the aggregate amount of Eligible In-Transit Inventory and Eligible LC Inventory included in the Tranche A Borrowing Base and the Tranche A-1 Borrowing Base exceed 20.0% of the aggregate of the Tranche A Borrowing Base and the Tranche A-1 Borrowing Base. Tranche A-1 Excess Availability - determined as of any date, the amount that Company is entitled to borrow as Tranche A-1 Revolver Loans, being the result (but not less than zero) of (a) Tranche A-1 Borrowing Base, minus (b) the sum of (i) the principal balance of all Tranche A-1 Revolver Loans and (ii) the aggregate amount Prior Tranche A-1 Revolver Loans outstanding at such time Tranche A-1 Lenders - the Lenders indicated on Schedule 1.1(a) as Lenders of Tranche A-1 Revolver Loans and any other Person who hereafter becomes a “Tranche A-1 Lender” pursuant to an Assignment and Assumption Agreement. Tranche A-1 Revolver Commitment - for any Tranche A-1 Lender, its obligation to make Tranche A-1 Revolver Loans up to the maximum principal amount shown on Schedule 1.1(a), or as specified hereafter in the most recent Assignment and Assumption Agreement to which it is a party. “Tranche A-1 Revolver Commitments” means the aggregate amount of such commitments of all Lenders. As of the Closing Date, the Tranche A-1 Revolver Commitments are $2,500,000. Tranche A-1 Revolver Loan - a Loan made pursuant to Section 2.1.1(c). Tranche A-1 Revolver Note - a promissory note to be executed by the Company in favor of a Tranche A-1 Lender in the form of Exhibit B, which shall be in the amount of such Lender’s Tranche A-1 Revolver Commitment and shall evidence the Tranche A-1 Revolver Loans made by such Lender. Transaction - any or all of the Plan of Reorganization or the U.S. Store Liquidation; provided that any such Transaction shall be conducted pursuant to bidding procedures, sales procedures, approval orders, purchase agreements, agency documents or other agreements, documents or instruments, as applicable, in form and substance and on terms reasonably satisfactory to the Administrative Agent. Transferee - any actual or potential Eligible Assignee, Participant or other Person acquiring an interest in any Obligations. Type - any type of a Loan (i.e., Base Rate Loan or LIBOR Loan) that has the same interest option and, in the case of LIBOR Loans, the same Interest Period.

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UCC - the Uniform Commercial Code as in effect in the State of New York or, when the laws of any other jurisdiction govern the perfection or enforcement of any Lien, the Uniform Commercial Code or other Applicable Law of such jurisdiction. UCP - with respect to any Letter of Credit, the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce (“ICC”) Publication No. 600 (or such later version thereof as may be in effect at the time of issuance). Unreimbursed Amount - as defined in Section 2.3.3(a). U.S. Debtors – as defined in the Recitals hereto. U.S. GAAP - as defined in the definition of GAAP. U.S. Guarantor Subsidiaries - as defined in the definition of Guarantor Subsidiaries. U.S. Person - means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code. U.S. Store Liquidation - means a liquidation of the entire chain of stores of the Obligors and all of the assets relating thereto under Section 363 of the Bankruptcy Code. The U.S. Store Liquidation shall be conducted pursuant to bidding procedures, sales procedures, approval orders, purchase agreements, agency documents or other agreements, documents or instruments, as applicable, in form and substance and on terms satisfactory to the Administrative Agent. U.S. Trustee - the United State Trustee for Region 2. Value - for Inventory, its value determined on the basis of the lower of cost or market, calculated on a first-in, first out basis. Voting Collateral Agent - the Administrative Agent and any Co-Collateral Agent (but not its respective assigns) for so long as, and during such time, that Wells Fargo and its Affiliates, or Bank of America and its Affiliates, as the case may be, each in its capacity as a Lender, shall, in the aggregate (a) have Commitments in excess of 20% of the aggregate Commitments of all Lenders; or (b) if the Commitments of the Lenders have terminated, have Loans and LC Obligations in excess of 20% of all outstanding Loans and LC Obligations of all Lenders. Wind-Down Carve-Out – a reserve equal to an amount not to exceed the PostCarve Out Trigger Notice Cap (as defined in the Interim Order). . 1.2 Accounting Terms. Under the Loan Documents (except as otherwise specified herein), all accounting terms shall be interpreted, all accounting determinations shall be made, and all financial statements shall be prepared, in accordance with GAAP applied on a basis consistent with the most recent audited financial statements of the Borrower delivered to Administrative Agent before the Closing Date and using the same inventory valuation method as 59 DB1/ 90693583.6

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used in such financial statements, except for any change required or permitted by GAAP if such Borrower’s certified public or chartered accountants concur in such change and the change is disclosed to Administrative Agent. If any such accounting change results in a change in any of the calculations required herein that would not have resulted had such accounting change not occurred, the parties hereto agree to enter into negotiations in order to amend such provisions so as to equitably reflect such change such that the criteria for evaluating compliance with such covenants by the Borrower shall be the same after such change as if such change had not been made; provided, however, that no change in GAAP that would affect a calculation that measures compliance with any covenant contained in herein shall be given effect until such provisions are amended to reflect such changes in GAAP. 1.3 Certain Matters of Construction. The terms “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular section, paragraph or subdivision. Any pronoun used shall be deemed to cover all genders. In the computation of periods of time from a specified date to a later specified date, “from” means “from and including,” and “to” and “until” each mean “to but excluding.” The terms “including” and “include” shall mean “including, without limitation” and, for purposes of each Loan Document, the parties agree that the rule of ejusdem generis shall not be applicable to limit any provision. Section titles appear as a matter of convenience only and shall not affect the interpretation of any Loan Document. All references to (a) laws or statutes include all related rules, regulations, interpretations, amendments and successor provisions; (b) any document, instrument or agreement include any amendments, waivers and other modifications, extensions or renewals (to the extent permitted by the Loan Documents); (c) any section means, unless the context otherwise requires, a section of this Agreement; (d) any exhibits or schedules mean, unless the context otherwise requires, exhibits and schedules attached hereto, which are hereby incorporated by reference; (e) any Person include successors and assigns; or (f) discretion of any Agent, Issuing Bank or any Lender means the sole and absolute discretion of such Person. Calculations made on pro forma basis or with respect to projected Excess Availability shall be made in good faith by the Company based upon reasonable assumptions of the Company at the time and shall be reasonably satisfactory to the Administrative Agent. All calculations of Value, fundings of Loans, issuances of Letters of Credit and payments of Obligations shall be in Dollars and, unless the context otherwise requires, all determinations (including calculations of the Tranche A Borrowing Base, the Tranche A-1 Borrowing Base, and financial covenants) made from time to time under the Loan Documents shall be made in light of the circumstances existing at such time. Tranche A Borrowing Base and the Tranche A-1 Borrowing Base calculations shall be consistent with historical methods of valuation and calculation, and otherwise reasonably satisfactory to Administrative Agent (and not necessarily calculated in accordance with GAAP). Borrower shall have the burden of establishing any alleged negligence, misconduct or lack of good faith by any Agent, Issuing Bank or any Lender under any Loan Documents. No provision of any Loan Documents shall be construed against any party by reason of such party having, or being deemed to have, drafted the provision. For purposes of any Collateral located in the Province of Québec 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 Québec or a court or tribunal exercising jurisdiction in the Province of Québec, (i) “personal property” shall be deemed to include “movable property”, (ii) “real property” shall be deemed to include “immovable 60 DB1/ 90693583.6

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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 shall be deemed to include publication under the Civil Code of Québec, (vii) all references to “perfection” of or “perfected” Liens shall be deemed to include a reference to the “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, and (x) an “agent” shall be deemed to include a “mandatary”. 1.4 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 LC Document related thereto, 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. 1.5 Times of Day; Rates. Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable). The Agents do not warrant, nor accept responsibility, nor shall any Agent have any liability with respect to the administration, submission or any other matter related to the rates in the definition of “Eurodollar Rate” or with respect to any comparable or successor rate thereto. 1.6 Conversions of Foreign Currencies. Financial Covenant Debt denominated in any currency other than Dollars shall be calculated using the Dollar Equivalent thereof as of the date of the financial statements on which such Financial Covenant Debt is reflected. Administrative Agent shall determine the Dollar Equivalent of any amount as required hereby, and a determination thereof by Administrative Agent shall be conclusive absent manifest error. Any Agent may, but shall not be obligated to, rely on any determination made by any Obligor in any document delivered to Administrative Agent. Any Agent may determine or redetermine the Dollar Equivalent of any amount on any date either in its own discretion or upon the request of any Lender or Issuing Bank. Any Agent may set up appropriate rounding off mechanisms or otherwise round-off amounts hereunder to the nearest higher or lower amount in whole Dollar or cents to ensure amounts owing by any party hereunder or that otherwise need to be calculated or converted hereunder are expressed in whole Dollars or in whole cents, as may be necessary or appropriate. SECTION 2. CREDIT FACILITIES 2.1

Commitments.

2.1.1 Loans. (a) Tranche A Revolver Loans. Each Tranche A Lender agrees, severally on a Pro Rata basis up to its Tranche A Revolver Commitment, on the terms set forth herein, to make Tranche A Revolver Loans to the Company in Dollars from time to time through the Commitment Termination Date. The Tranche A Revolver Loans may be repaid and 61 DB1/ 90693583.6

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reborrowed as provided herein. The Company shall not request, and the Tranche A Lenders shall not advance any Tranche A Revolver Loans (other than (i) Swingline Loans as provided in Section 4.1.3 and (ii) Tranche A Revolver Loans used to reimburse a draw on a Letter of Credit as provided in Section 2.3.3) at any time when the outstanding Tranche A-1 Revolver Loans are less than Tranche A-1 Borrowing Base. Other than as set forth in Section 2.1.4, the Company shall not request, and the Tranche A Lenders shall not have any obligation to honor a request for, a Tranche A Revolver Loan if (i) the sum of (x) the unpaid balance of Tranche A Revolver Loans outstanding at such time (including the requested Tranche A Revolver Loan), plus (y) the LC Obligations at such time plus (z) the Dollar Equivalent of aggregate amount of the Prior Lender Obligations (excluding (I) Canadian Obligations and (II) Prior Tranche A-1 Revolver Loans) outstanding at such time, would exceed the Tranche A Borrowing Base or (ii) the sum of (x) the aggregate unpaid balance of all Tranche A Revolver Loans (including the requested Tranche A Revolver Loan), Tranche A-1 Revolver Loans and the LC Obligations at such time plus (y) the Dollar Equivalent of aggregate amount of the Prior Lender Obligations (excluding Canadian Obligations) outstanding at such time, would exceed the aggregate of the Tranche A Borrowing Base and Tranche A-1 Borrowing Base. Each request for a Tranche A Revolver Loan by the Company shall be deemed to be a representation by the Company that such Tranche A Revolver Loan so requested complies with the conditions set forth in this Section 2.1.1(a). The Canadian Deficiency Amount may be satisfied by a borrowing of a Tranche A Revolver Loan. (b)

[Reserved].

(c) Tranche A-1 Revolver Loans. Each Tranche A-1 Lender agrees, severally on a Pro Rata basis up to its Tranche A-1 Revolver Commitment, on the terms set forth herein, to make Tranche A-1 Revolver Loans to the Company in Dollars from time to time through the Commitment Termination Date. The Company shall borrow the Tranche A-1 Revolver Loans up to the amount of the Tranche A-1 Borrowing Base prior to requesting any Tranche A Revolver Loans. The Tranche A-1 Revolver Loans may be repaid and reborrowed as provided herein; provided that, except as provided in Section 2.2.4(e), the Tranche A-1 Revolver Loans may only be prepaid if there are no Tranche A Revolver Loans outstanding at such time. In no event shall the Company request, and the Tranche A-1 Lenders shall have no obligation to honor a request for, a Tranche A-1 Revolver Loan if (i) the sum of (x) the aggregate unpaid balance of all Tranche A Revolver Loans and Tranche A-1 Revolver Loans (including the requested Tranche A-1 Revolver Loan) and all LC Obligations at such time plus (y) the Dollar Equivalent of aggregate amount of the Prior Lender Obligations (excluding Canadian Obligations) outstanding at such time, would exceed the aggregate of the Tranche A Borrowing Base and Tranche A-1 Borrowing Base or (ii) the sum of (x) the aggregate unpaid balance of all Tranche A-1 Revolver Loans outstanding at such time (including the requested Tranche A-1 Revolver Loan) plus (y) Prior Tranche A-1 Revolver Loans outstanding at such time, would exceed the Tranche A-1 Borrowing Base. Each request for a Tranche A-1 Revolver Loan by the Company shall be deemed to be a representation by the Company that such Tranche A-1 Revolver Loan so requested complies with the conditions set forth in this Section 2.1.1(c). (d) Tranche A Borrowing Base and Tranche A-1 Borrowing Base. The Tranche A Borrowing Base and the Tranche A-1 Borrowing Base shall be determined from time to time by Administrative Agent by reference to the most recent Borrowing Base Certificate 62 DB1/ 90693583.6

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delivered by the Borrower. Administrative Agent may from time to time establish and modify the Availability Reserves in accordance with the definition thereto in respect of the Tranche A Borrowing Base and the Tranche A-1 Borrowing Base, as the case may be. 2.1.2 Notes. The Loans made by each Lender and interest accruing thereon shall be evidenced by the records of Administrative Agent and such Lender. At the request of any Lender, Borrower shall deliver a Tranche A Revolver Note and a Tranche A-1 Revolver Note, as applicable, to such Lender. 2.1.3 Use of Proceeds. The proceeds of Loans and the issuance of Letters of Credit shall be used by Borrower solely on or after the Closing Date, to fund the Chapter 11 Case in accordance with the Approved Budget and for the financing of Borrower’s ordinary working capital, letters of credit and other general corporate needs including certain fees and expenses of professionals retained by the Obligors, subject to the Carve-Out, and for certain other PrePetition and pre-filing expenses that are approved by the Bankruptcy Court and permitted by the Approved Budget. Loan Parties shall not be permitted to use the proceeds of the Loans, Letters of Credit or any Cash Collateral in contravention of the provisions of the applicable Order of the applicable Insolvency Laws, including any restrictions or limitations on the use of proceeds contained therein. Nothing in this Loan Agreement, including this Section 2.1.3, shall prohibit the Post-Petition payment of Prior Lender Obligations, including principal, interest, fees, penalties or recoverable costs, due and payable in connection with the Pre-Petition Loan Agreement with the proceeds of the Collateral (as defined herein) or Collateral (as defined in the Pre-Petition Loan Agreement). 2.1.4 Overadvances; Protective Advances. If the sum of (i) the aggregate Tranche A Revolver Loans outstanding at such time, plus (ii) the LC Obligations outstanding at such time plus (iii) the Dollar Equivalent of aggregate amount of the Prior Lender Obligations (excluding (I) Canadian Obligations and (II) Prior Tranche A-1 Revolver Loans) outstanding at such time exceeds the Tranche A Borrowing Base (“Tranche A Overadvance”) at any time, the excess amount shall be payable by the Company on demand by Administrative Agent or the Required Tranche A Revolver Lenders, but all such Loans shall nevertheless constitute Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Administrative Agent shall be authorized, in its discretion, at any time (including any time that a Default or Event of Default exists or any conditions in Section 6.2 are not satisfied) to make Tranche A Revolver Loans (“Protective Advances”) (so long as at the time of the making of any Protective Advance, Protective Advances which constitute Overadvance Loans have not been outstanding for more than ninety (90) total days in the preceding 365 day period) up to an aggregate amount equal to (a) with respect to the Company, (i) 5% of the Tranche A Borrowing Base (without giving effect to any deduction of the Availability Block from the calculation of the Tranche A Borrowing Base) minus (ii) the aggregate amount of all Overadvance Loans in respect of Tranche A Overadvances, if Administrative Agent deems such Loans necessary or desirable to (A) preserve or protect any Collateral, or to enhance the collectability or repayment of Obligations; or (B) pay any other amounts chargeable to Obligors under any Loan Documents, including costs, fees and expenses. All Protective Advances shall be Obligations, secured by the Collateral, and shall be treated for all purposes as Extraordinary Expenses. Protective Advances shall be funded as Base Rate Tranche A Revolver Loans, as applicable. Each Tranche A Lender shall participate in each Protective Advance in respect of the Tranche A Borrowing Base on a 63 DB1/ 90693583.6

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Pro Rata basis. In no event shall Protective Advances be required that would cause the sum of the outstanding Tranche A Revolver Loans and LC Obligations to exceed the aggregate Tranche A Revolver Commitments. Any funding of an Overadvance Loan or sufferance of a Protective Advance, or Tranche A Overadvance shall not constitute a waiver by Agents or Lenders of the Event of Default caused thereby. In no event shall the Borrower or other Obligor be deemed a beneficiary of this Section nor be authorized to enforce any of its terms. Notwithstanding anything herein to the contrary, no event or circumstance shall result in any claim or liability against any Agent for “inadvertent Overadvances” (i.e., where a Tranche A Overadvance results from changed circumstances beyond the control of the Administrative Agent (such as a reduction in Collateral value)), and such “inadvertent Overadvances” shall not reduce the amount of Protective Advances allowed hereunder. 2.2

Voluntary Reduction or Termination of Commitments.

2.2.1 Commitments.

Voluntary Reduction or Termination of Tranche A Revolver

(a) The Tranche A Revolver Commitments shall terminate on the Termination Date, unless sooner terminated in accordance with this Agreement. Upon at least five (5) Business Days (or such shorter period as may be agreed by the Administrative Agent) prior written notice to Administrative Agent at any time, the Company may, at its option, terminate the Tranche A Revolver Commitments. Any notice of termination given by the Company shall be irrevocable. On the termination date specified in such notice of termination, the Company shall make payment in full, in cash, of (i) all Prior Lender Obligations and (ii) Tranche A Revolver Loans and all interest thereon and all Obligations due and owing to Administrative Agent or any Tranche A Lender, in its capacity as a Tranche A Lender. (b) Company may permanently reduce the Tranche A Revolver Commitments, on a Pro Rata basis for each Tranche A Lender, from time to time upon written notice to Administrative Agent, which notice shall specify the amount of the reduction, shall be irrevocable once given and shall be given at least five (5) Business Days prior to the requested reduction date (or such shorter period as may be agreed by the Administrative Agent). Each reduction shall be in a minimum amount of $10,000,000, or an increment of $5,000,000 in excess thereof. 2.2.2 Termination of Tranche A-1 Revolver Commitments. The Tranche A-1 Revolver Commitments shall terminate on the Termination Date, unless sooner terminated in accordance with this Agreement. Upon at least five (5) Business Days (or such shorter period as may be agreed by the Administrative Agent) prior written notice to Administrative Agent, the Company may, at its option, terminate the Tranche A-1 Revolver Commitments so long as (i) the Tranche A Revolver Commitments have been terminated or are concurrently terminated, (ii) all Prior Lender Obligations have been paid in full in cash, (iii) the Company has made payment in full, in cash of Tranche A Revolver Loans and all interest thereon and all Obligations due and owing to Administrative Agent or any Tranche A Lender, in its capacity as a Tranche A Lender and (iv) all LC Obligations have been Cash Collateralized. On the termination date specified in such notice of termination, the Company shall make payment in full, in cash of Tranche A-1 64 DB1/ 90693583.6

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Revolver Loans and all interest thereon and all Obligations due and owing to Administrative Agent or any Tranche A-1 Lender, in its capacity as a Tranche A-1 Lender. 2.2.3

Reserved.

2.2.4

Mandatory Prepayments.

(a) Upon receipt by Holdings or any Restricted Subsidiary of (i) Net Proceeds of Revolving Credit Primary Collateral or (ii) Net Insurance/Condemnation Proceeds in connection with a Property Loss Event affecting the Revolving Credit Primary Collateral, in each case, the Borrower shall immediately prepay its Loans (or, upon the request of the Administrative Agent acting in its sole discretion, Cash Collateralize Letters of Credit) in an amount equal to 100% of such Net Proceeds or such Net Insurance/Condemnation Proceeds, as the case may be. Net Proceeds and Net Insurance/Condemnation Proceeds received in respect of Revolving Credit Primary Collateral shall be applied as set forth in Section 5.5. If no Prior Lender Obligations (excluding Canadian Obligations) or Tranche A Revolver Loans are outstanding and all LC Obligations have been Cash Collateralized, then Net Proceeds and Net Insurance/Condemnation Proceeds received in respect of Revolving Credit Primary Collateral shall be applied to the Tranche A-1 Revolver Loans in accordance with the last sentence of Section 2.2.4(c). (b) Other than with respect to Tranche A Overadvances and Protective Overadvances made pursuant to Section 2.1.4, in each case, permitted to remain outstanding, if at any time, (i) the sum of (x) the amount of outstanding Tranche A Revolver Loans, plus (y) the LC Obligations plus (z) the Dollar Equivalent of aggregate amount of the Prior Lender Obligations (excluding (I) Canadian Obligations and (II) Prior Tranche A-1 Revolver Loans) exceeds the Tranche A Borrowing Base at such time, (ii) the sum of (x) the aggregate amount of outstanding Tranche A Revolver Loans and Tranche A-1 Revolver Loans and all LC Obligations plus (y) the Dollar Equivalent of aggregate amount of the Prior Lender Obligations (excluding Canadian Obligations) exceeds the aggregate of the Tranche A Borrowing Base and the Tranche A-1 Borrowing Base at such time, or (iii) the sum of (x) the amount of outstanding Tranche A-1 Revolver Loans plus (y) the Prior Tranche A-1 Revolver Loans exceeds the Tranche A-1 Borrowing Base at such time, then the Borrower shall immediately pay the amount of such excess to the Administrative Agent for the respective accounts of the applicable Lenders for application to the Tranche A Revolver Loans or the Tranche A-1 Revolver Loans, as the case may be, and, in the case of clauses (i) and (iii) above, if no Tranche A Revolver Loans are then outstanding, as Cash Collateral for LC Obligations, and, in the case of clause (ii) above, if no Tranche A Revolver Loans are outstanding and all LC Obligations have been Cash Collateralized, then to the Tranche A-1 Revolver Loans. (c) Subject to Section 5.5, any prepayments required to be made by the Company in respect of the Tranche A Revolver Loans or the Cash Collateralization of the LC Obligations (or, if applicable, the Tranche A-1 Revolver Loans) shall be applied first, to repay the outstanding principal balance of the Swingline Loans made to the Company until such Swingline Loans shall have been repaid in full; second, to repay the outstanding principal balance of the Tranche A Revolver Loans until such Tranche A Revolver Loans shall have been paid in full, third, to provide Cash Collateral for outstanding Letters of Credit and Bankersâ&#x20AC;&#x2122; 65 DB1/ 90693583.6

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Acceptances issued for the account or benefit of the Company until such Letters of Credit and Bankers’ Acceptances have been Cash Collateralized in full and, fourth, to repay the outstanding principal balance of the Tranche A-1 Revolver Loans until such Tranche A-1 Revolver Loans shall have been paid in full. Any prepayments required to be made by the Company in respect of the Tranche A-1 Revolver Loans shall be applied to repay the outstanding principal balance of the Tranche A-1 Revolver Loans until such Tranche A-1 Revolver Loans shall have been paid in full. (d) On the Closing Date, proceeds of the Guggenheim DIP Credit Facility shall be applied to the Prior Lender Obligations (excluding Canadian Obligations) in an amount up to $5,000,000, such that after giving effect to such mandatory prepayment the Availability Block shall be an amount equal to not less than $12,500,000. (e) At the time of delivery of each Borrowing Base Certificate, unless the conditions precedent to the making of a Tranche A Loan Revolver Loan have not been satisfied or a Liquidation has commenced, the Company shall be deemed to have requested, and the Tranche A Lenders shall make, a Base Rate Tranche A Revolver Loan to repay the Tranche A-1 Revolver Loans to the extent that the Tranche A-1 Revolver Loans exceed the Tranche A-1 Borrowing Base. Such Tranche A Revolver Loans (i) shall be applied to the outstanding Tranche A-1 Revolver Loans and (ii) shall be made (x) without regard to the minimum and multiples specified in Section 4.1 for the principal amount of Base Rate Tranche A Revolver Loans and (y) without the requirement that the Company deliver a Notice of Borrowing in respect thereof. 2.3

Letter of Credit Facility. 2.3.1

Letter of Credit Commitment.

(a) Subject to the terms and conditions set forth herein, (i) Issuing Bank agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.3, (A) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue or cause the issuance of Letters of Credit (1) for the account of the Company (or the joint account of the Company and any of its Subsidiaries) denominated in Dollars, and to amend or extend Letters of Credit previously issued by it in accordance with Section 2.3.2 below, (B) to honor drawings under the Letters of Credit and (C) with respect to Acceptance Credits, to create Bankers’ Acceptances in accordance with the terms thereof and hereof; and (ii) the Lenders severally agree to participate in Letters of Credit and Bankers’ Acceptances issued for the account of the Borrower (or the account of the Borrower’s Subsidiaries) and any drawings thereunder; provided that the LC Conditions shall have been satisfied. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the issuance of the Letter of Credit or Bankers’ Acceptance so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit and Bankers’ Acceptances shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. 66 DB1/ 90693583.6

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(b) The Issuing Bank shall not be under any obligation to issue any Letter of Credit, if the LC Conditions, as applicable, have not been satisfied in full. (c)

The Issuing Bank shall not be under any obligation to issue any Letter of

Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Bank from issuing the Letter of Credit or any related Bankers’ Acceptance, or any law applicable to the Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Bank shall prohibit, or request that the Issuing Bank refrain from, the issuance of letters of credit or any related bankers’ acceptance generally or the Letter of Credit or any related Bankers’ Acceptance in particular or shall impose upon the Issuing Bank with respect to the Letter of Credit or any related Bankers’ Acceptance any restriction, reserve or capital requirement (for which the Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Bank in good faith deems material to it; (ii) the issuance of such Letter of Credit or any related Bankers’ Acceptance would violate one or more policies of such Issuing Bank applicable to letters of credit generally, or the creation of any related Bankers’ Acceptance would cause the Issuing Bank to exceed the maximum amount of outstanding bankers’ acceptances permitted by Applicable Law; (iii) any Lender is at such time a Defaulting Lender, unless the Issuing Bank has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Issuing Bank (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.8.1(d)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other LC Obligations as to which the Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion; (iv) such Letter of Credit or any related Bankers’ Acceptance contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; (v) as to Acceptance Credits, the Bankers’ Acceptance created or to be created thereunder shall not be an eligible bankers’ acceptance under Section 13 of the Federal Reserve Act (12 U.S.C. § 372); or (vi) the maturity date of any Bankers’ Acceptance issued under any such requested Acceptance Credit would occur earlier than 30 days or later than 180 days from date of issuance.

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(d) The Issuing Bank shall not amend any Letter of Credit if the Issuing Bank would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof. (e) The Issuing Bank shall be under no obligation to amend any Letter of Credit if (A) the Issuing Bank would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit. (f) The Issuing Bank shall act on behalf of the Lenders with respect to any Letters of Credit or any Bankers’ Acceptance issued by it and the documents associated therewith, and the Issuing Bank shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 12 with respect to any acts taken or omissions suffered by the Issuing Bank in connection with Letters of Credit or any Bankers’ Acceptance issued by it or proposed to be issued by it and LC Documents pertaining to such Letters of Credit or such Bankers’ Acceptance as fully as if the term “Administrative Agent” as used in Section 12 included the Issuing Bank with respect to such acts or omissions, and (B) as additionally provided herein with respect to the Issuing Bank. 2.3.2 Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. (a) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the Issuing Bank (with a copy to the Administrative Agent) in the form of a LC Application, appropriately completed and signed (or, where such LC Application is completed online, such LC Application shall be submitted in accordance with the instructions provided by the applicable website) by a Senior Officer of the Borrower. Such LC Application may be sent by facsimile, by registered or certified mail, by overnight courier, by electronic transmission using the system provided by the Issuing Bank, by personal delivery or by any other means acceptable to the Issuing Bank. Such LC Application must be received by the Issuing Bank and the Administrative Agent not later than 1:00 p.m. at least two Business Days (or such later date and time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such LC Application shall specify in form and detail satisfactory to the Issuing Bank: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing or presentation thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing or presentation thereunder; (G) the purpose and nature of the requested Letter of Credit; and (H) such other matters as the Issuing Bank may reasonably require. In the case of a request for an amendment of any outstanding Letter of Credit, such LC Application shall specify in form and detail satisfactory to the Issuing Bank (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as the Issuing Bank may reasonably require. Additionally, the Borrower shall furnish to the Issuing Bank and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including 68 DB1/ 90693583.6

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any LC Documents, as the Issuing Bank or the Administrative Agent may reasonably require. Notwithstanding anything to the contrary in the foregoing, the Borrower may comply with the stated procedures of the Issuing Bank in lieu of the foregoing procedures set forth in this Section 2.3.2(a). (b) Promptly after receipt of any LC Application, the Issuing Bank will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such LC Application from the Borrower and, if not, the Issuing Bank will provide the Administrative Agent with a copy thereof. Unless the Issuing Bank has received written notice from any Lender, the Administrative Agent or the Borrower (or any Subsidiary of the Borrower, as applicable), at least one (1) Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 6 shall not then be satisfied, then, subject to the terms and conditions hereof, the Issuing Bank shall, on the requested date, issue a Letter of Credit for the account of the Borrower (or for the joint account of the Borrower and any of the Borrower’s Subsidiaries) or enter into the applicable amendment, as the case may be, in each case in accordance with the Issuing Bank’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Tranche A Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Issuing Bank a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Pro Rata share times the amount of such Letter of Credit. Immediately upon the creation of each Bankers’ Acceptance, each Tranche A Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Issuing Bank a risk participation in such Bankers’ Acceptance in an amount equal to the product of such Lender’s Pro Rata share times the amount of such Bankers’ Acceptance. (c) If any Borrower so requests in any applicable LC Application, the Issuing Bank may, in its sole and absolute discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the Issuing Bank, the Borrower shall not be required to make a specific request to the Issuing Bank for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Tranche A Revolver Lenders shall be deemed to have authorized (but may not require) the Issuing Bank to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date (unless all LC Obligations (including those anticipated to accrue) in respect of such Letter of Credit are (upon the request of the Issuing Bank or Required Lenders) Cash Collateralized); provided, however, that the Issuing Bank shall not permit any such extension if (A) the Issuing Bank has determined that it would not be permitted, or would have no obligation at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof, or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from the Applicable Agent that the Required Tranche A Revolver Lenders have elected not to permit such extension or (2) from the 69 DB1/ 90693583.6

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Applicable Agent, any Lender or any Obligor that one or more of the LC Conditions, or one or more of the conditions set forth in Section 6.2 is not then satisfied, and in each such case directing the Issuing Bank not to permit such extension. (d) Each Issuing Bank agrees that, at least one (1) Business Date prior to the issuance or amendment of any Letter of Credit and at other time upon the reasonable request of the Administrative Agent, it shall from time to time provide the Administrative Agent with updated and complete information regarding Letters of Credit and Bankers’ Acceptances issued by such Issuing Bank in order to facilitate the Administrative Agent’s administration of the credit facilities hereunder (it being understood that upon any failure of any Issuing Bank to provide such information with respect to any Letter of Credit or Bankers’ Acceptance at the times required, the Administrative Agent may, in its discretion, exclude such Letter(s) of Credit or Bankers’ Acceptances issued by such Issuing Bank from the “Obligations” and from distributions under Section 5.5). (e) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the Issuing Bank will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. 2.3.3

Drawings and Reimbursements; Funding of Participations.

(a) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit or, with respect to any Acceptance Credit, presentation of documents, or any presentation for payment of a Bankers’ Acceptance, the Issuing Bank shall notify the Borrower and the Administrative Agent thereof. Not later than 2:00 p.m. on the date of any payment by the Issuing Bank under a Letter of Credit or Bankers’ Acceptance (each such date, an “Honor Date”), the Borrower shall reimburse the Issuing Bank through the Administrative Agent in an amount equal to the amount of such drawing or payment. If the Borrower fails to so reimburse the Issuing Bank by such time, the Administrative Agent shall promptly notify each Tranche A Lender of the Honor Date, the amount of the unreimbursed drawing or payment (the “Unreimbursed Amount”), and the amount of such Lender’s Pro Rata share thereof. In such event, the Borrower shall be deemed to have requested a Borrowing of Base Rate Tranche A Revolver Loan to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to (x) the minimum and multiples specified in Section 4.1 for the principal amount of Base Rate Tranche A Revolver Loan and (y) in the case of a Base Rate Tranche A Revolver Loan, any requirement that the Tranche A-1 Revolver Loans be drawn in the full amount of the Tranche A-1 Borrowing Base prior to the making of such Base Rate Tranche A Revolver Loan, but subject to the amount of the unutilized portion of the relevant Commitments and the conditions set forth in Section 6.2 (other than the delivery of a Notice of Borrowing), but subject to the amount of the unutilized portion of the relevant Commitments and the conditions set forth in Section 6.2 (other than the delivery of a Notice of Borrowing). Any notice given by the Issuing Bank or the Administrative Agent pursuant to this Section 2.3.3 may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. 70 DB1/ 90693583.6

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(b) Each Tranche A Lender upon any notice pursuant to Section 2.3.3(a) make funds available (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the Issuing Bank at the Administrative Agent’s Office in an amount equal to its Pro Rata share of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.3.3(c), each Lender that so makes funds available shall be deemed to have made a Base Rate Tranche A Revolver Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the Issuing Bank. (c) With respect to any Unreimbursed Amount that is not fully refinanced by a Borrowing of Base Rate Tranche A Revolver Loan because the conditions set forth in Section 6.2 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the Issuing Bank an LC Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which LC Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each applicable Lender’s payment to the Administrative Agent for the account of the Issuing Bank pursuant to Section 2.3.3(b) shall be deemed payment in respect of its participation in such LC Borrowing and shall constitute an LC Advance from such Lender in satisfaction of its participation obligation under this Section 2.3.3. (d) Until each applicable Lender funds its Pro Rata share of any Loan or LC Advance pursuant to this Section 2.3.3 to reimburse the Issuing Bank for any amount drawn under any Letter of Credit or payment made under any Bankers’ Acceptance, interest in respect of such Lender’s Pro Rata share of such amount shall be solely for the account of the Issuing Bank. (e) Each Lender’s obligation to make Loans or LC Advances to reimburse the Issuing Bank for amounts drawn under Letters of Credit or payments of Bankers’ Acceptances, as contemplated by this Section 2.3.3, shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Issuing Bank, the Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Lender’s obligation to make Loans pursuant to this Section 2.3.3 is subject to the conditions set forth in Section 6.2 (other than delivery by the Borrower of a Notice of Borrowing). No such making of an LC Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the Issuing Bank for the amount of any payment made by the Issuing Bank under any Letter of Credit or Bankers’ Acceptance, together with interest as provided herein. (f) If any Lender fails to make available to the Administrative Agent for the account of the Issuing Bank any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.3.3 by the time specified in Section 2.3.3(b), then, without limiting the other provisions of this Agreement, the Issuing Bank shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Issuing Bank at a rate per annum equal to the greater of 71 DB1/ 90693583.6

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the Federal Funds Rate and a rate determined by the Issuing Bank in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Issuing Bank in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Pro Rata share of the Loan included in the relevant Borrowing or LC Advance in respect of the relevant LC Borrowing, as the case may be. A certificate of the Issuing Bank submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (f) shall be conclusive absent manifest error. 2.3.4

Repayment of Participations.

(a) At any time after the Issuing Bank has made a payment under any Letter of Credit or Bankers’ Acceptance and has received from any applicable Lender such Lender’s LC Advance in respect of such payment in accordance with Section 2.3.3, if the Administrative Agent receives for the account of the Issuing Bank any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Pro Rata share thereof in the same funds as those received by the Administrative Agent. (b) If any payment received by the Administrative Agent for the account of the Issuing Bank pursuant to Section 2.3.3(a) is required to be returned under any of the circumstances described in Section 5.4 (including pursuant to any settlement entered into by the Issuing Bank in its discretion), each Lender shall pay to the Administrative Agent for the account of the Issuing Bank its Pro Rata share thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement. 2.3.5 Obligations Absolute. The obligation of the Borrower to reimburse the Issuing Bank for each drawing under each Letter of Credit, each payment under any Bankers’ Acceptance and to repay each LC Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following: (a) any lack of validity or enforceability of such Letter of Credit or Bankers’ Acceptance, this Agreement, or any other Loan Document; (b) the existence of any claim, counterclaim, setoff, defense or other right that the Borrower or any of their respective Subsidiaries may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the Issuing Bank or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or Bankers’ Acceptance or any agreement or instrument relating thereto, or any unrelated transaction; 72 DB1/ 90693583.6

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(c) any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit or Bankers’ Acceptance; (d) waiver by the Issuing Bank of any requirement that exists for the Issuing Bank’s protection and not the protection of the Borrower or any waiver by the Issuing Bank which does not in fact materially prejudice the Borrower; (e) honor of a demand for payment presented electronically even if such Letter of Credit or Bankers’ Acceptance requires that demand be in the form of a draft; (f) any payment made by the Issuing Bank in respect of an otherwise complying item presented after the date specified as the expiration date of, or the date by which documents must be received under such Letter of Credit or Bankers’ Acceptance if presentation after such date is authorized by the UCC, the ISP or the UCP, as applicable; (g) any payment by the Issuing Bank under such Letter of Credit or Bankers’ Acceptance against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by the Issuing Bank under such Letter of Credit or Bankers’ Acceptance to any Person purporting to be a trustee in bankruptcy, debtor-inpossession, assignee for the benefit of creditors, liquidator, receiver, interim receiver, national receiver, monitor or other representative of or successor to any beneficiary or any transferee of such Letter of Credit or Bankers’ Acceptance, including any arising in connection with any proceeding under the Bankruptcy Code or any Canadian Debtor Relief Law, as applicable; or (h) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Borrower or any of their respective Subsidiaries. The Borrower shall promptly examine a copy of each Letter of Credit and each Bankers’ Acceptance and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will notify the Issuing Bank promptly after such examination. The Borrower shall be conclusively deemed to have waived any such claim against the Issuing Bank and its correspondents unless such notice is given as aforesaid. 2.3.6 Role of Issuing Bank. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit or making any payment under a Bankers’ Acceptance, the Issuing Bank shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Issuing Bank, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the Issuing Bank shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, 73 DB1/ 90693583.6

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as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit, Bankers’ Acceptance or LC Document. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit or Bankers’ Acceptance; provided, however, that this assumption is not intended to, and shall not, preclude the Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing Bank, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the Issuing Bank shall be liable or responsible for any of the matters described in clauses (a) through (h) of Section 2.3.5; provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against the Issuing Bank, and the Issuing Bank may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which Borrower proves were caused by the Issuing Bank’s willful misconduct or gross negligence or the Issuing Bank’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit or to honor any Bankers’ Acceptance presented for payment in strict compliance with its terms and conditions. In furtherance and not in limitation of the foregoing, the Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the Issuing Bank shall not be responsible for the validity or sufficiency of any instrument endorsing, transferring or assigning or purporting to endorse, transfer or assign a Letter of Credit or Bankers’ Acceptance or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. The Issuing Bank may send a Letter of Credit or Bankers’ Acceptance or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary. 2.3.7 Applicability of ISP and UCP; Limitation of Liability. Unless otherwise expressly agreed by the Issuing Bank and the Borrower when a Letter of Credit is issued (including any such agreement applicable to an Existing Letter of Credit), (i) the rules of the ISP shall apply to each standby Letter of Credit, and (ii) the rules of the UCP shall apply to each commercial Letter of Credit. Notwithstanding the foregoing, the Issuing Bank shall not be responsible to the Borrower for, and the Issuing Bank’s rights and remedies against the Borrower shall not be impaired by, any action or inaction of the Issuing Bank required or permitted under any law, order, or practice that is required or permitted to be applied to any Letter of Credit, Banker’s Acceptance or this Agreement, including the law or any order of a jurisdiction where the Issuing Bank or the beneficiary is located, the practice stated in the ISP or UCP, as applicable, or in the decisions, opinions, practice statements, or official commentary of the ICC Banking Commission, the Bankers Association for Finance and Trade - International Financial Services Association (BAFT-IFSA), or the Institute of International Banking Law & Practice, whether or not any Letter of Credit or Bankers’ Acceptance chooses such law or practice. 2.3.8 Conflict with LC Documents. In the event of any conflict between the terms hereof and the terms of any LC Document, the terms hereof shall control. 74 DB1/ 90693583.6

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2.3.9 Letters of Credit Issued for Subsidiaries. Notwithstanding that a Letter of Credit or Bankers’ Acceptance issued or outstanding hereunder is in support of any obligations of, or is for the account of, a Subsidiary of the Company, the Company shall be obligated to reimburse the Issuing Bank hereunder for any and all drawings under such Letter of Credit or payments of such Bankers’ Acceptance. The Borrower hereby acknowledges that the issuance of Letters of Credit and Bankers’ Acceptances for the account of its respective Subsidiaries inures to the benefit of the Borrower, and that the Borrower’s business derives substantial benefits from the businesses of such Subsidiaries. 2.3.10 Existing Letters of Credit. On and as of the Closing Date, all letters of credit issued for the account of the Company under the Pre-Petition Loan Agreement (the “Existing Letters of Credit”) shall be deemed to be issued as a Letter of Credit under this Loan Agreement. The Obligors represent and warrant that no letters of credit have been issued for the account of the Canadian Debtor under the Pre-Petition Loan Agreement. 2.4

Reserved.

2.5

Reserved.

2.6

Reserved.

2.7

Cash Collateral.

2.7.1 Certain Credit Support Events. If (i) the Issuing Bank has honored any full or partial drawing request under any Letter of Credit or made any payment under any Bankers’ Acceptances and such drawing has resulted in an LC Borrowing, (ii) as of the Letter of Credit Expiration Date, any LC Obligation for any reason remains outstanding, or (iii) the Borrower shall be required to provide Cash Collateral pursuant to Section 11.2(c), the Borrower shall, in each case, immediately Cash Collateralize all LC Obligations in an amount not less than the applicable Minimum Collateral Amount, as applicable. At any time that there shall exist a Defaulting Lender, promptly (and in any event within one (1) Business Day) upon the request of the Applicable Agent or the Issuing Bank, the Borrower shall deliver to the Administrative Agent Cash Collateral in an amount not less than the applicable Minimum Collateral Amount (after giving effect to Section 2.8.1(d) and any Cash Collateral provided by the Defaulting Lender). 2.7.2 Grant of Security Interest. All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained in a Cash Collateral Account. The Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to (and subjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent, the Issuing Bank and the applicable Lenders (including, the Administrative Agent, in its capacity as provider of Swingline Loans), and agrees to maintain, a first priority security interest in all such cash, deposit accounts and all balances therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing, all as security for the obligations to which such Cash Collateral may be applied pursuant to Section 2.7.3. If at any time the Administrative Agent or Issuing Bank determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent as herein 75 DB1/ 90693583.6

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provided, or that the total amount of such Cash Collateral is less than the Minimum Collateral Amount, the Borrower will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency. The Borrower shall pay on demand therefor from time to time all customary account opening, activity and other administrative fees and charges in connection with the maintenance and disbursement of Cash Collateral. 2.7.3 Application. Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.7.3 or Sections 2.3, 2.2.4, 2.8 or 11.2 in respect of Letters of Credit, Bankers’ Acceptances shall be held and applied to the satisfaction of the specific LC Obligations, obligations to fund participations therein (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein. 2.7.4 Release. Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or to secure other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance with Section 13.2.1(vii)) or (ii) the determination by the Administrative Agent and the Issuing Bank that there exists excess cash collateral (including cash collateral provided pursuant to Section 2.8.1(b)); provided, however, that (x) Cash Collateral furnished by or on behalf of an Obligor shall not be released during the continuance of a Default or Event of Default (and following application as provided in this Section 2.7 may be otherwise applied in accordance with Sections 5.5.3) and (y) the Person providing Cash Collateral and the Issuing Bank may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations. 2.8

Defaulting Lenders.

2.8.1 Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by Applicable Law: (a) Waivers and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definition of “Required Lenders” and Section 14.1.1. (b) Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 11 or otherwise, or received by the Administrative Agent from a Defaulting Lender pursuant to Section 11.4), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Bank or Administrative Agent, in its capacity as provider of Swingline Loans, hereunder; third, to Cash Collateralize the Issuing Bank’s Fronting Exposure with respect 76 DB1/ 90693583.6

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to such Defaulting Lender in accordance with Section 2.7; fourth, (a) if no Default or Event of Default then exists or would result therefrom, to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement or (b), otherwise, to the prepayment of Loans funded by other Lenders pursuant to any Notice of Borrowing which was not honored by such Defaulting Lender; fifth, if so determined by the Administrative Agent or (so long as no Event of Default exists) the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the Issuing Bank’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.7; sixth, to the payment of any amounts owing to the Lenders, the Issuing Bank or Administrative Agent, in its capacity as provider of Swingline Loans, as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Bank or Administrative Agent, in its capacity as provider of Swingline Loans, against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or LC Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 6.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or LC Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Obligations and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.8.1(d). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.8.1(b) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto. (c) Certain Fees. That Defaulting Lender (x) shall not be entitled to receive any commitment fee pursuant to Section 3.2.1 for any period during which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender) and (y) shall be limited in its right to receive Letter of Credit Fees as provided in Section 3.2.2. (d) Reallocation of Pro Rata Shares to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit, Bankers’ Acceptances or Swingline Loans pursuant to Sections 2.3 and 4.1.3, the Pro Rata share of each non-Defaulting Lender shall be computed without giving effect to the Commitment of that Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only if no Event of Default exists; and (ii) the aggregate obligation of each non-Defaulting 77 DB1/ 90693583.6

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Lender to acquire, refinance or fund participations in Letters of Credit, Bankers’ Acceptances and Swingline Loans shall not exceed the positive difference, if any, of (1) the Commitment of that non-Defaulting Lender minus (2) the aggregate outstanding amount of that Lender’s Pro Rata share of the Loans. No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation. (e) Cash Collateral, Repayment of Swingline Loans. If the reallocation described in clause (d) above cannot, or can only partially, be effected, the Borrower shall, without prejudice to any right or remedy available to it hereunder or under Applicable Law, (x) first, prepay Swingline Loans in an amount equal to the Administrative Agent’s, in its capacity as a provider of Swingline Loans, Fronting Exposure and (y) second, Cash Collateralize the Issuing Bank’s Fronting Exposure in accordance with the procedures set forth in Section 2.7. 2.8.2 Defaulting Lender Cure. If the Borrower, the Administrative Agent, the Administrative Agent, in its capacity as provider of Swingline Loans and the Issuing Bank agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Applicable Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit, Bankers’ Acceptances and Swingline Loans to be held on a Pro Rata basis by the Lenders in accordance with their respective Pro Rata shares (without giving effect to Section 2.8.1(d)), whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. SECTION 3. INTEREST, FEES AND CHARGES 3.1

Interest. 3.1.1

Rates and Payment of Interest.

(a) The Obligations shall bear interest (i) if a Base Rate Tranche A Revolver Loan, at the Base Rate in effect from time to time, plus the Applicable Margin for Base Rate Tranche A Revolver Loans; (ii) if a Base Rate Tranche A-1 Revolver Loan, at the Base Rate in effect from time to time, plus the Applicable Margin for Base Rate Tranche A-1 Revolver Loans; (iii) if a LIBOR Tranche A Revolver Loan, at Eurodollar Rate for the applicable Interest Period, plus the Applicable Margin for LIBOR Tranche A Revolver Loans; (iv) if a LIBOR Tranche A-1 Revolver Loan, at Eurodollar Rate for the applicable Interest Period, plus the Applicable Margin for LIBOR Tranche A-1 Revolver Loans; and (v) if any other Obligation (including, to the extent permitted by law, interest not paid when due), at the Base Rate in effect from time to time, plus 78 DB1/ 90693583.6

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the Applicable Margin for Base Rate Tranche A Revolver Loans. Interest shall accrue from the date the Loan is advanced or the Obligation is incurred or payable, until paid by Borrower. If a Loan is repaid on the same day made, one dayâ&#x20AC;&#x2122;s interest shall accrue. (b) During any Event of Default arising from the failure to repay principal when due, and during any other Event of Default to which the Administrative Agent may (and shall at the direction of Required Lenders) have elected to apply Default Rate interest, and without further notice, motion or application to, hearing before, or order from any Insolvency Court, Obligations shall bear interest at the Default Rate. The Borrower acknowledges that the cost, expense and risk to each Agent and each Lender due to an Event of Default are difficult to ascertain and that the Default Rate is a fair and reasonable estimate to compensate Agents and Lenders for such added cost, expense and risk. (c) Interest accrued on the Loans shall be due and payable in arrears, and each of the Borrower promises to pay interest to the applicable Lenders, (i) with respect to each Base Rate Loan, on the first Business Day of each calendar month, (ii) with respect to each LIBOR Loan, on the last day of its Interest Period; provided that if any Interest Period for a LIBOR Loan exceeds one month, interest accrued on such LIBOR Loan shall also be due and payable on the respective dates that fall every month after the beginning of such Interest Period, (iii) on any date of prepayment, with respect to the principal amount of Loans being prepaid; and (iv) with respect to any termination or reduction of the Tranche A Revolver Commitments or the Tranche A-1 Revolving Loans, on the date of such termination or reduction with respect to the principal amount of Loans where the commitment to make such Loans is being terminated. Interest accrued on any other Obligations shall be due and payable as provided in the Loan Documents and, if no payment date is specified, shall be due and payable on demand. Notwithstanding the foregoing, interest accrued at the Default Rate shall be due and payable on demand. 3.1.2

Application of Eurodollar Rate to Outstanding Loans.

(a) Company may on any Business Day, subject to delivery of a Notice of Borrowing under clause (b) below, elect to convert any portion of the Base Rate Tranche A Revolver Loans to, or to continue any LIBOR Tranche A Revolver Loan at the end of its Interest Period as, a LIBOR Tranche A Revolver Loan. Company may on any Business Day, subject to delivery of a Notice of Borrowing under clause (b) below, elect to convert any portion of the Base Rate Tranche A-1 Revolver Loans to, or to continue any LIBOR Tranche A-1 Revolver Loan at the end of its Interest Period as, a LIBOR Tranche A-1 Revolver Loan. During any Default or Event of Default, Administrative Agent may (and shall at the direction of Required Lenders) declare that no Loan may be made, converted or continued as a LIBOR Tranche A Revolver Loan. During any Default or Event of Default, Administrative Agent may (and shall at the direction of Required Lenders) declare that no Loan may be made, converted or continued as a LIBOR Tranche A-1 Revolver Loan. (b) Whenever the Company desires to convert or continue Loans as LIBOR Loans, the Company shall give Administrative Agent a Notice of Borrowing, no later than 11:00 a.m. at least three Business Days before the requested conversion or continuation date. Promptly after receiving any such notice, Administrative Agent shall notify each Tranche A Lender or Tranche A-1 Lender, as applicable, thereof. Each Notice of Borrowing shall be irrevocable, and 79 DB1/ 90693583.6

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shall specify the aggregate principal amount of Loans to be converted or continued, the conversion or continuation date (which shall be a Business Day), and the duration of the Interest Period (which shall be deemed to be one month if not specified). If, upon the expiration of any Interest Period in respect of any LIBOR Tranche A Revolver Loans, the Company shall have failed to deliver a Notice of Borrowing, it shall be deemed to have elected to convert such Loans into Base Rate Tranche A Revolver Loans. If, upon the expiration of any Interest Period in respect of any LIBOR Tranche A-1 Revolver Loans, the Company shall have failed to deliver a Notice of Borrowing, it shall be deemed to have elected to convert such Loans into Base Rate Tranche A-1 Revolver Loans. 3.1.3 Interest Periods. The term “Interest Period” means as to each LIBOR Loan, the period commencing on the date such LIBOR Loan is disbursed or converted to or continued as a LIBOR Loan and ending on the date one, two, three or six months thereafter (in each case, subject to availability), as selected by the Borrower Agent in its Notice of Borrowing; provided that: (a) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless, in the case of a LIBOR Loan, such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day; (b) any Interest Period pertaining to a LIBOR Loan that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and (c) 3.1.4

no Interest Period shall extend beyond the Termination Date. Interest Rate Not Ascertainable.

(a) If in connection with any request for a LIBOR Loan or a conversion to or continuation thereof, (i) the Administrative Agent determines that (A) deposits are not being offered to banks in the applicable offshore interbank market for such currency for the applicable amount and Interest Period of such LIBOR Loan, or (B) adequate and reasonable means do not exist for determining Eurodollar Rate for any requested Interest Period with respect to a proposed LIBOR Loan in connection with an existing or proposed Base Rate Loan (in each case with respect to clause (a)(i) above, “Impacted Loans”), or (ii) the Administrative Agent or the affected Lenders determines that for any reason Eurodollar Rate for any requested Interest Period with respect to a proposed LIBOR Loan does not adequately and fairly reflect the cost to such Lenders of funding such LIBOR Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain LIBOR Loans shall be suspended, (to the extent of the affected LIBOR Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent upon the instruction of the affected Lenders revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, 80 DB1/ 90693583.6

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conversion to or continuation of LIBOR Loans (to the extent of the affected LIBOR Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. (b) Notwithstanding the foregoing, if the Administrative Agent has made the determination described in clause (a)(i) of this section, the Administrative Agent, in consultation with the Borrower and the affected Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clause (a)(i) of this section, (2) the Administrative Agent or the affected Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Applicable Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable lending office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Borrower written notice thereof. 3.2

Fees.

3.2.1 Commitment Fee. The Borrower shall pay to Administrative Agent (i) for the Pro Rata benefit of the Tranche A Lenders, a commitment fee equal to the Applicable Commitment Fee Rate then in effect times the actual daily amount by which the Tranche A Revolver Commitments exceed the balance of Tranche A Revolver Loans (excluding Swingline Loans) and stated amount of Letters of Credit and Bankers’ Acceptances issued for the account or benefit of the Company, and (ii) for the Pro Rata benefit of the Tranche A-1 Lenders, a commitment fee equal to the Applicable Commitment Fee Rate then in effect times the actual daily amount by which the Tranche A-1 Revolver Commitments exceed the balance of Tranche A-1 Revolver Loans. The fees payable under this Section 3.2.1 (collectively, the “Commitment Fees”) shall be payable in arrears on the first Business Day of each calendar month and on the Commitment Termination Date. 3.2.2 LC Facility Fees. The Borrower shall pay (i) to Administrative Agent, for the Pro Rata benefit of the Tranche A Lenders, a fee equal to the Applicable Margin in effect for Standby Letter of Credit Fees times the average daily stated amount of standby Letters of Credit issued for the account or benefit of such Borrower, which fee (a “Standby Letter of Credit Fee”) shall be payable monthly in arrears, on the first Business Day of each calendar month; (ii) to Administrative Agent, for the Pro Rata benefit of the Tranche A Lenders, a fee equal to the Applicable Margin in effect for Documentary Letter of Credit Fees times the average daily stated amount of documentary Letters of Credit and Bankers’ Acceptances issued for the account or benefit of the Borrower, which fee (a “Documentary Letter of Credit Fee”) shall be payable monthly in arrears, on the first Business Day of each calendar month; (iii) to each Issuing Bank, a fronting fee, for the account of such Issuing Bank, with respect to each Letter of Credit and Bankers’ Acceptance issued for the account or benefit of the Borrower by such Issuing Bank in the amount equal to 0.125% per annum (or another amount as agreed to between such Issuing 81 DB1/ 90693583.6

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Bank and the Borrower), which fee shall be payable monthly in arrears, on the first Business Day of each calendar month; and (iv) to Issuing Bank, for its own account, all customary charges associated with the issuance, amending, negotiating, payment, processing, transfer and administration of Letters of Credit and Bankers’ Acceptances, which charges shall be paid as and when incurred; provided, however, any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit or Bankers’ Acceptance as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the Issuing Bank pursuant to Section 2.3 shall be payable, to the maximum extent permitted by Applicable Law, to the other Tranche A Lenders, in accordance with the upward adjustments in their respective Pro Rata shares of such Letter of Credit pursuant to Section 2.8.1(d), with the balance of such fee, if any, payable to the Issuing Bank for its own account. Notwithstanding anything to the contrary contained herein, During any Event of Default arising from the failure to repay principal when due, during any other Event of Default to which the Administrative Agent may (and shall at the direction of Required Lenders) have elected to apply Default Rate interest, all Letter of Credit Fees shall accrue at the Default Rate. 3.2.3 Administrative Agent Fees. In consideration of Administrative Agent’s syndication of the Commitments and service as Administrative Agent hereunder, Company shall pay to Administrative Agent, for its own account, the fees described in the Fee Letter. 3.3 Computation of Interest, Fees, Yield Protection. All computations of interest for Base Rate Loans when the Base Rate is determined by Bank of America’s “prime rate” shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computation of interest, as well as fees and other charges calculated on a per annum basis, shall be computed for the actual days elapsed, based on a year of 360 days. Each determination by Administrative Agent of any interest, fees or interest rate hereunder shall be final, conclusive and binding for all purposes, absent manifest error. All fees shall be fully earned when due and shall not be subject to rebate or refund, nor subject to proration except as specifically provided herein. All fees payable under Section 3.2 are compensation for services and are not, and shall not be deemed to be, interest or any other charge for the use, forbearance or detention of money. A certificate as to amounts payable by the Borrower under Section 3.4, 3.6, 3.7, 3.9 or 5.8, submitted to the Borrower by Administrative Agent or the affected Lender, as applicable, shall be final, conclusive and binding for all purposes, absent manifest error. 3.4 Reimbursement Obligations. Borrower shall reimburse the Administrative Agent and the Co-Collateral Agents and their respective Affiliates for all Extraordinary Expenses. Without duplication, Borrower shall also reimburse Administrative Agent, the CoCollateral Agents, the Lenders and their respective Affiliates (including the reasonable fees, charges and disbursements of counsel for such Person), for all reasonable and documented legal, accounting, appraisal, consulting, and other fees, costs and expenses incurred by it in connection with (a) negotiation, preparation, due diligence, syndication, execution and delivery of any Loan Documents, the Interim Order, the Final Order and the Canadian Order, including any amendment, waiver or other modification thereof (whether or not the transactions contemplated hereby or thereby shall be consummated); (b) administration of and actions relating to any Collateral, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of the Administrative Agent’s Liens on any Collateral, to maintain 82 DB1/ 90693583.6

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any insurance required hereunder or to verify Collateral; (c) all reasonable and documented outof-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit, any Bankers’ Acceptance or any demand for payment thereunder; and (d) each inspection, audit or appraisal with respect to any Obligor or Collateral, whether prepared by the Administrative Agent’s personnel or a third party. Borrower shall also reimburse the Administrative Agent, the Co-Collateral Agents, the Issuing Banks and Lenders for all reasonable and documented costs and expenses incurred by them (whether during an Event of Default or otherwise) in connection with the enforcement or preservation of any rights under this Agreement or any of the other Loan Documents (including during any workout, restructuring or negotiations in respect of Loans, Letters of Credit, Bankers’ Acceptances, Loan Documents or the transactions contemplated thereby), including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. For the avoidance of doubt, the Borrower shall reimburse Administrative Agent, the CoCollateral Agents, the Lenders and their respective Affiliates for all reasonable and documented legal, accounting, appraisal, consulting, and other fees, costs and expenses incurred in connection with the negotiation, preparation and administration of the Loan Documents, the Interim Order, the Final Order and the Canadian Order and incurred in connection with: (a) amendment, modification or waiver of, consent with respect to, or termination of, any of the Loan Documents or advice in connection with the syndication and administration of the Loans made pursuant hereto or its rights hereunder or thereunder; (b) any litigation, contest, dispute, suit, proceeding or action (whether instituted by any Co-Collateral Agent, any Lender, the Borrower or any other Person and whether as a party, witness or otherwise) in any way relating to the Collateral, any of the Loan Documents or any other agreement to be executed or delivered in connection herewith or therewith, including any litigation, contest, dispute, suit, case, proceeding or action, and any appeal or review thereof, in connection with a case or proceeding commenced by or against any Borrower or any other Person that may be obligated to Agent by virtue of the Loan Documents; including any such litigation, contest, dispute, suit, proceeding or action arising in connection with any work-out or restructuring of the Loans during the pendency of one or more Events of Default; provided that no Person shall be entitled to reimbursement under this clause (b) in respect of any litigation, contest, dispute, suit, proceeding or action to the extent any of the foregoing results from such Person’s gross negligence or willful misconduct (as determined by a final non-appealable judgment); (c) any attempt to enforce or prosecute any rights or remedies of Agent against any or all of the Obligors or any other Person that may be obligated to the Administrative Agent or any Lender by virtue of any of the Loan Documents, including any such attempt to enforce any such remedies in the course of any work-out or restructuring of the Loans during the pendency of one or more Events of Default; (d) any work-out or restructuring of the Loans during the pendency of one or more Events of Default; (e)

the obtaining of approval of the Loan Documents by any Insolvency

Court; 83 DB1/ 90693583.6

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(f) the preparation and review of pleadings, documents and reports related to the Insolvency Cases and any Successor Cases, attendance at meetings, court hearings or conferences related to the Insolvency Cases and any Successor Cases, and general monitoring of the Insolvency Cases and any Successor Cases; (g) efforts to (i) monitor the Loans or any of the other Obligations, (ii) evaluate, observe or assess any of the Obligors or their respective affairs, and (iii) verify, protect, evaluate, assess, appraise, collect, sell, liquidate or otherwise dispose of any of the Collateral; (h) any lien searches or request for information listing financing statements or liens filed or searches conducted to confirm receipt and due filing of financing statements and security interests in all or a portion of the Collateral; and (i) including, as to each of clauses (a) through (h) above, all reasonable attorneysâ&#x20AC;&#x2122; and other professional and service providersâ&#x20AC;&#x2122; fees arising from such services and other advice, assistance or other representation, including those in connection with any appellate proceedings, and all reasonable expenses, costs, charges and other fees incurred by such counsel and others in connection with or relating to any of the events or actions described in this Section 3.4, all of which shall be payable, on demand, by Borrowers to the Co-Collateral Agents. Without limiting the generality of the foregoing, such reasonable expenses, costs, charges and fees may include: reasonable fees, costs and expenses of accountants, sales consultants, financial advisors, environmental advisors, appraisers, investment bankers, management and other consultants and paralegals; court costs and expenses; photocopying and duplication expenses; court reporter fees, costs and expenses; air express charges; and reasonable expenses for travel, lodging and food paid or incurred in connection with the performance of such legal or other advisory services. All amounts reimbursable by Borrower under this Section 3.4 shall constitute Obligations secured by the Collateral and shall be payable on demand therefor by the Administrative Agent or Co-Collateral Agent to Borrower. 3.5 Illegality. If any Lender determines that any Applicable Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable lending office to perform any of its obligations hereunder or make, maintain or fund or charge interest with respect to any Loan, LC Obligation or other credit extension or to determine or charge interest rates based upon the Eurodollar Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, (i) any obligation of such Lender to issue, make, maintain, fund or charge interest with respect to any such Loan, LC Obligation or other credit extension or continue LIBOR Loans or to convert Base Rate Loans to LIBOR Loans shall be suspended, and (ii) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans, the interest rate on which is determined by reference to the Eurodollar Rate, the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the Base Rate until such Lender notifies the Administrative Agent 84 DB1/ 90693583.6

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and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x) the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate Loans of such Lender to Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Loans and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Eurodollar Rate, the Administrative Agent shall during the period of such suspension compute the Base Rate applicable to such Lender without reference to the Eurodollar Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Eurodollar Rate, as applicable. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. 3.6 Increased Costs. If, by reason of (a) the enactment of or any change (including any change by way of imposition or increase of any reserve requirements (but without duplication of any amounts described in the last paragraph of this Section 3.6)) in any law or interpretation thereof, in each case made after the date hereof, including without limitation, any Change In Law, or (b) the compliance with any guideline or request from any Governmental Authority or other Person exercising control over banks or financial institutions generally (whether or not having the force of law), promulgated after the date hereof: (i) a Lender shall be subject to any Tax with respect to any LIBOR Loan or Letter of Credit or Bankers’ Acceptance or its obligation to make LIBOR Loans, issue Letters of Credit or Bankers’ Acceptances or participate in LC Obligations or its deposits, reserves, other liabilities or capital attributable thereto, or a change shall result in the basis of taxation of any payment to a Lender with respect to its LIBOR Loans or its obligation to make LIBOR Loans, issue Letters of Credit or Bankers’ Acceptances or participate in LC Obligations (except for (x) Indemnified Taxes (y) Taxes that are described in clauses (b) through (e) of the definition of Excluded Taxes and (z) Connection Income Taxes); or (ii) any reserve (including any imposed by the Board of Governors), special deposits or similar requirement against assets of, deposits with or for the account of, or credit extended by, a Lender shall be imposed or deemed applicable, or any other condition affecting a Lender’s LIBOR Loans or obligation to make LIBOR Loans, issue Letters of Credit or Bankers’ Acceptances or participate in LC Obligations shall be imposed on such Lender or the London interbank market or such other relevant interbank market; and as a result there shall be a material increase in the cost to such Lender of agreeing to make or making, funding or maintaining any Loan, Letters of Credit, Bankers’ Acceptances or participations in LC Obligations (except to the extent already included in determination of Eurodollar Rate), or there shall be a reduction in the amount receivable by such Lender, then the Lender shall promptly notify Borrower and Administrative Agent of such event, and Borrower shall, within five days following demand therefor, pay such Lender the amount of such increased costs or reduced amounts; provided, however, that such Lender shall repay to Borrower any 85 DB1/ 90693583.6

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amounts paid by Borrowers to such Lender under this Section 3.6 at any time such Lender shall determine that such change or compliance was not applicable to, or required by, such Lender. If a Lender determines that, because of circumstances described above or any other circumstances arising hereafter affecting such Lender, the London interbank market, such other relevant interbank market or the Lender’s position in any such market, Eurodollar Rate, or its Applicable Margin, as applicable, will not adequately and fairly reflect the cost to such Lender of funding LIBOR Loans, issuing Letters of Credit or Bankers’ Acceptances or participating in LC Obligations, then (A) the Lender shall promptly notify Borrower and Administrative Agent of such event; (B) such Lender’s obligation to make LIBOR Loans, issue Letters of Credit or Bankers’ Acceptances or participate in LC Obligations shall be immediately suspended, until each condition giving rise to such suspension no longer exists; and (C) (x) where such Lender is a Tranche A Lender such Lender shall make a Base Rate Tranche A Revolver Loan as part of any requested Borrowing of LIBOR Tranche A Revolver Loans, which Base Rate Tranche A Revolver Loan shall, for all purposes, be considered part of such Borrowing, and (y) where such Lender is a Tranche A-1 Lender such Lender shall make a Base Rate Tranche A-1 Revolver Loan as part of any requested Borrowing of LIBOR Tranche A-1 Revolver Loans, which Base Rate Tranche A-1 Revolver Loan shall, for all purposes, be considered part of such Borrowing. In addition to the foregoing, the Borrower shall pay to each applicable Lender, (i) as long as such Lender shall be required to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits (currently known as “Eurocurrency liabilities”), additional interest on the unpaid principal amount of each LIBOR Loan equal to the actual costs of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive), and (ii) as long as such Lender shall be required to comply with any reserve ratio requirement or analogous requirement of any other central banking or financial regulatory authority imposed in respect of the maintenance of the Commitments or the funding of the LIBOR Loans, such additional costs (expressed as a percentage per annum and rounded upwards, if necessary, to the nearest five decimal places) equal to the actual costs allocated to such Commitment or Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive), which in each case shall constitute Obligations and be due and payable on each date on which interest is payable on such Loan, provided the Borrower Agent shall have received at least 10 days’ prior notice (with a copy to the Applicable Agent) of such additional interest or costs from such Lender. If a Lender fails to give notice 10 days prior to the relevant interest payment date provided for in this Agreement, such additional interest or costs shall be due and payable 10 days from receipt of such notice. 3.7 Capital Adequacy. If a Lender determines that any Change in Law or any introduction of or any change in a Capital Adequacy Regulation, any change in the interpretation or administration of a Capital Adequacy Regulation by a Governmental Authority charged with interpretation or administration thereof, or any compliance by such Lender or any Person controlling such Lender with a Capital Adequacy Regulation, in each case made after the date hereof, increases the amount of capital required or expected to be maintained by such Lender or Person (taking into consideration its capital adequacy policies and desired return on capital) as a consequence of such Lender’s Commitments, Loans, participations in LC Obligations or other obligations under the Loan Documents, then Borrower shall, within five days following demand 86 DB1/ 90693583.6

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therefor, pay such Lender an amount sufficient to compensate for such increase. A Lender’s demand for payment shall set forth the nature of the occurrence giving rise to such compensation and a calculation of the amount to be paid. In determining such amount, the Lender may use any reasonable averaging and attribution method. 3.8 Mitigation. Each Lender agrees that, upon becoming aware that it is subject to Section 3.5, 3.6, 3.7 or 5.8, it will take reasonable measures to reduce Borrower’s obligations under such Sections, including funding or maintaining its Commitments or Loans through another office, as long as use of such measures would not adversely affect the Lender’s Commitments, Loans, business or interests, and would not be inconsistent with any applicable legal or regulatory restriction. To the extent permitted by Applicable Law, each Lender may make any credit extension to the Borrower through any Lending Office, provided that the exercise of this option shall not affect the obligation of the Borrower to repay the credit extension in accordance with the terms of this Agreement. 3.9 Funding Losses. If for any reason (other than default by a Lender) (a) any Borrowing of, or conversion to or continuation of, a LIBOR Loan does not occur on the date specified therefor in a Notice of Borrowing (whether or not withdrawn), (b) any repayment or conversion of a LIBOR Loan occurs on a day other than the end of its Interest Period, or (c) Borrower fail to repay a LIBOR Loan when required hereunder, then Borrower shall pay to Administrative Agent its customary administrative charge and to each Lender all losses and expenses that it sustains as a consequence thereof, including any loss or expense arising from liquidation or redeployment of funds or from fees payable to terminate deposits of matching funds. Lenders shall not be required to purchase Dollar deposits in the London interbank market or any other offshore Dollar market to fund any LIBOR Loan, but the provisions hereof shall be deemed to apply as if each Lender had purchased such deposits to fund its LIBOR Loans. 3.10 Maximum Interest. In no event shall interest, charges or other amounts that are contracted for, charged or received by Administrative Agent and Lenders pursuant to any Loan Documents and that are deemed interest under Applicable Law (“interest”) exceed the highest rate permissible under Applicable Law (“maximum rate”). If, in any period, any interest rate, absent the foregoing limitation, would have exceeded the maximum rate, then the interest rate for that month shall be the maximum rate and, if in a future month, that interest rate would otherwise be less than the maximum rate, then the rate shall remain at the maximum rate until the amount of interest actually paid equals the amount of interest which would have accrued if it had not been limited by the maximum rate. If, upon payment in full, in cash, of the Obligations, the total amount of interest actually paid under the Loan Documents is less than the total amount of interest that would, but for this Section 3.10, have accrued under the Loan Documents, then Borrower shall, to the extent permitted by Applicable Law, pay to Administrative Agent, for the account of applicable Lenders, (a) the lesser of (i) the amount of interest that would have been charged if the maximum rate had been in effect at all times, or (ii) the amount of interest that would have accrued had the interest rate otherwise set forth in the Loan Documents been in effect, minus (b) the amount of interest actually paid under the Loan Documents. If a court of competent jurisdiction determines that Administrative Agent or any Lender has received interest in excess of the maximum amount allowed under Applicable Law, such excess shall be deemed received on account of, and shall automatically be applied to reduce, Obligations other than interest (regardless of any erroneous application thereof by Administrative Agent or any Lender), 87 DB1/ 90693583.6

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and upon payment in full, in cash of the Obligations, any balance shall be refunded to Borrower. In determining whether any excess interest has been charged or received by Administrative Agent or any Lender, all interest at any time charged or received from Borrower in connection with the Loan Documents shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligations. SECTION 4. LOAN ADMINISTRATION 4.1

Manner of Borrowing and Funding Loans. 4.1.1

Notice of Borrowing.

(a) Whenever Borrower desires funding of a Borrowing of Loans, Borrower Agent shall give Administrative Agent irrevocable notice, which may be given by (A) telephone, or (B) a Notice of Borrowing; provided that any telephone notice must be confirmed immediately by delivery to the Administrative Agent of a Notice of Borrowing. Such Notice of Borrowing must be received by Administrative Agent no later than 11:00 a.m. (i) on the Business Day of the requested funding date, in the case of Base Rate Loans, and (ii) at least three Business Days prior to the requested funding date, in the case of LIBOR Loans. Notices received after 11:00 a.m. shall be deemed received on the next Business Day. Each Notice of Borrowing shall be irrevocable and shall specify (A) the principal amount of the Borrowing, (B) the requested funding date (which must be a Business Day), (C) whether the Borrowing is to be made as Base Rate Tranche A Revolver Loans, Base Rate Tranche A-1 Revolver Loans, LIBOR Tranche A Revolver Loans or LIBOR Tranche A-1 Revolver Loans, (D) in the case of LIBOR Loans the duration of the applicable Interest Period (which shall be deemed to be one month if not specified). Each borrowing shall be in an aggregate amount of not less than (i) in the case of Base Rate Loans, $1,000,000 or an integral multiple of $500,000 in excess thereof and (ii) in the case of LIBOR Loans, $2,500,000 or an integral multiple of $1,000,000 in excess thereof. (b) Unless payment is otherwise timely made by Borrower, the becoming due of any Obligations (whether principal, interest, fees or other charges, including Extraordinary Expenses, LC Obligations, Cash Collateral and Bank Product Debt) shall be deemed to be a request for Base Rate Loans on the due date, in the amount of such Obligations. Such Base Rate Loans shall be Base Rate Tranche A Revolver Loans. (c) If Borrower establishes a controlled disbursement account with the Administrative Agent or any branch or Affiliate of the Administrative Agent, then the presentation for payment of any check or other item of payment drawn on such account at a time when there are insufficient funds to cover it shall be deemed to be, on the date of such presentation, in the amount of the check and items presented for payment, a request for Base Rate Tranche A Revolver Loans. The proceeds of such Loans may be disbursed directly to the controlled disbursement account or other appropriate account. 4.1.2 Fundings by Lenders. Each Tranche A Lender shall timely honor its Tranche A Revolver Commitment by funding its Pro Rata share of each Borrowing of Tranche A Revolver Loans that is properly requested hereunder. Each Tranche A-1 Lender shall timely honor its Tranche A-1 Revolver Commitment by funding its Pro Rata share of each Borrowing 88 DB1/ 90693583.6

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of Tranche A-1 Revolver Loans that is properly requested hereunder. Except for Borrowings to be made as Swingline Loans, Applicable Agent shall endeavor to notify Lenders of each Notice of Borrowing (or deemed request for a Borrowing) by 2:00 p.m. on the proposed funding date for Base Rate Loans or by 3:00 p.m. at least three Business Days before any proposed funding of LIBOR Loans. Each Lender shall fund to Administrative Agent such Lender’s Pro Rata share of the Borrowing to the account specified by Administrative Agent in immediately available funds not later than 3:00 p.m. on the requested funding date, unless Administrative Agent’s notice is received after the times provided above, in which event Lender shall fund its Pro Rata share by 11:00 a.m. on the next Business Day. Subject to its receipt of such amounts from Lenders, Administrative Agent shall disburse the proceeds of the Loans as directed by Borrower. Unless Administrative Agent shall have received (in sufficient time to act) written notice prior to the proposed date of any Borrowing of a LIBOR Loan (or, in the case of any Borrowing of Base Rate Loans, 12:00 noon on the date of such Borrowing) from a Lender that it does not intend to fund its Pro Rata share of a Borrowing, Administrative Agent may assume that such Lender has deposited or promptly will deposit its share with Administrative Agent, and Administrative Agent may, in reliance of such assumption, disburse a corresponding amount to Borrower. If a Lender’s share of any Borrowing is not in fact received by Administrative Agent, then such Lender and the Borrower severally agree to repay to Administrative Agent on demand the amount of such share, together with interest thereon from the date disbursed until repaid, at the rate applicable to such Borrowing. If Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to Borrower the amount of such interest paid by Borrower for such period. If such Lender pays its share of the applicable borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such borrowing. Any payment by Borrower shall be without prejudice to any claim Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. A notice of any Agent to any Lender with respect to any amount owing under this Section 4.1.2 shall be conclusive, absent manifest error. 4.1.3

Swingline Loans; Settlement.

(a) In reliance upon the agreements of the Tranche A Lenders set forth in this Section 4.1.3, and without regard to any requirement that the Tranche A-1 Revolver Commitments be drawn in the full amount of the Tranche A-1 Borrowing Base, Administrative Agent may advance Swingline Loans denominated in Dollars to the Company out of Administrative Agent’s own funds, up to an aggregate outstanding amount of $15,000,000, unless the funding is specifically required to be made by all Tranche A Lenders hereunder; provided, however, that (i) all Swingline Loans shall be made at the sole and absolute discretion of the Administrative Agent and (ii) the Administrative Agent may deduct from the amount funded under any Swingline Loans the Pro Rata share thereof belonging to any Defaulting Lender (after giving effect to Section 2.8.1(d) and to the extent such Defaulting Lender’s Pro Rata share is not Cash Collateralized). Each Swingline Loan shall constitute a Base Rate Tranche A Revolver Loan for all purposes, except that payments thereon (including interest thereon) shall be made to Administrative Agent for its own account. The obligation of the Company to repay Swingline Loans shall be evidenced by the records of Administrative Agent and need not be evidenced by any promissory note. Any Swingline Loan requested by the 89 DB1/ 90693583.6

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Company shall be in a minimum amount of $100,000 and shall be made upon the Company’s irrevocable notice to the Administrative Agent, which may be given by (A) telephone or (B) by a Swingline Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Swingline Loan Notice. Any notice from the Company requesting a Swingline Loan must be received by Administrative Agent no later than 11:00 a.m. on the Business Day of the requested funding date (or such later time as may be acceptable to the Administrative Agent in its sole discretion). (b) To facilitate administration of the Loans, Tranche A Lenders and Administrative Agent agree (which agreement is solely among them, and not for the benefit of or enforceable by any Borrower) that settlement among them with respect to Swingline Loans and other Tranche A Revolver Loans may take place periodically on a date determined from time to time by Administrative Agent, which shall occur at least on a weekly basis. On each settlement date, settlement shall be made with each Tranche A Lender in accordance with the Settlement Report delivered by Administrative Agent to Tranche A Lenders. Between settlement dates, Administrative Agent may in its discretion apply payments on Loans to Swingline Loans, regardless of any designation by the Company or any provision herein to the contrary. Each Tranche A Lender’s obligation to make settlements with Administrative Agent is absolute and unconditional, without offset, counterclaim or other defense, and whether or not the Tranche A Revolver Commitments have terminated, a Tranche A Overadvance exists, or the conditions in Section 6 are satisfied. If for any reason, any Swingline Loan may not be settled among Tranche A Lenders hereunder, then each Tranche A Lender shall be deemed to have purchased from Administrative Agent a Pro Rata participation in each unpaid Swingline Loan and shall transfer the amount of such participation to Administrative Agent, in immediately available funds, within one Business Day after Administrative Agent’s request therefor. (c)

[Reserved].

(d)

[Reserved].

(e) In the event that the Tranche A-1 Revolver Commitments are not drawn in the full amount of the result of (x) Tranche A-1 Borrowing Base minus (y) the Prior Tranche A-1 Revolver Loans, the Administrative Agent may (notwithstanding any contrary provision of this Agreement) require a settlement of any Swingline Loan first, from the making of Tranche A-1 Revolver Loans, and thereupon the settlement provisions of Section 4.1.3(b) shall apply to such settlement by Tranche A-1 Lenders, mutatis mutandis, and second, from the making of Tranche A Revolver Loans. 4.1.4 Notices. Borrower authorizes Administrative Agent and Lenders to extend, convert or continue Loans, effect selections of interest rates, and transfer funds to Borrower based on Borrower Agent’s irrevocable notice to the Administrative Agent, which may be given by (A) telephone, or (B) a Notice of Borrowing; provided that any telephone notice must be confirmed immediately by delivery to the Administrative Agent of a Notice of Borrowing, but if it differs in any material respect from the action taken by Administrative Agent or the Lenders, the records of Administrative Agent and such Lenders shall govern. Neither Administrative Agent nor any Lender shall have any liability for any loss suffered by Borrower as a result of Administrative Agent or any Lender acting upon its understanding of telephonic or 90 DB1/ 90693583.6

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other e-mailed, electronic or internet-based instructions in form, in each case, reasonably acceptable to the Administrative Agent and the Borrower, from a person believed in good faith by Administrative Agent or any Lender to be a person authorized to give such instructions on Borrower’s behalf. 4.2

[Reserved].

4.3 Number and Amount of LIBOR Loans; Determination of Rate. For ease of administration, (a) all LIBOR Tranche A Revolver Loans having the same length and beginning date of their Interest Periods shall be aggregated together, and such Loans shall be allocated among Tranche A Lenders on a Pro Rata basis and (b) all LIBOR Tranche A-1 Revolver Loans having the same length and beginning date of their Interest Periods shall be aggregated together, and such Loans shall be allocated among Tranche A-1 Lenders on a Pro Rata basis. No more than six (6) LIBOR Tranche A Revolver Loans may be outstanding at any time and no more than one (1) LIBOR Tranche A-1 Revolver Loans may be outstanding at any time, and each aggregate LIBOR Loan when made, continued or converted shall be in a minimum amount of $2,500,000, or an increment of $1,000,000 in excess thereof. Upon determining Eurodollar Rate for any Interest Period requested by the Borrower, Administrative Agent shall promptly notify Borrower thereof by telephone or electronically and, if requested by Borrower, shall confirm any telephonic notice in writing. 4.4 Borrower Agent. Each Obligor hereby designates the Company (“Borrower Agent”) as its representative and agent for all purposes under the Loan Documents, including requests for Loans and Letters of Credit, designation of interest rates, delivery or receipt of communications with Administrative Agent, Issuing Bank or any Lender, preparation and delivery of Borrowing Base Certificates and financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with Administrative Agent, Issuing Bank or any Lender. Borrower Agent hereby accepts such appointment. Administrative Agent, Issuing Bank and Lenders shall be entitled to rely upon, and shall be fully protected in relying upon, any notice or communication (including any Notice of Borrowing) delivered by Borrower Agent on behalf of Borrower. Administrative Agent, Issuing Bank and Lenders may give any notice or communication with Borrower hereunder to Borrower Agent on behalf of such Obligor. Administrative Agent shall have the right, in their discretion, to deal exclusively with Borrower Agent for any or all purposes under the Loan Documents. Each Obligor agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by Borrower Agent shall be binding upon and enforceable against it. 4.5 Obligations. The Loans, LC Obligations and other Obligations shall constitute one general obligation of the Company. 4.6 Effect of Termination. On the effective date of any termination of the Commitments, all Obligations (other than contingent Obligations which by their terms survive such termination) shall be immediately due and payable, and any Lender may terminate its and its Affiliates’ Bank Products (including, with the consent of Administrative Agent, any Cash Management Services). All undertakings of Borrower contained in the Loan Documents shall 91 DB1/ 90693583.6

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survive any termination, and Administrative Agent shall retain its Liens in the Collateral and all of its rights and remedies under the Loan Documents until the occurrence of payment in full, in cash of all accrued and unpaid principal, interest and fees, and any other Obligations then due and owing, the payment of any appropriate collateral deposits in connection with other Obligations and the occurrence of the Commitment Termination Date. Notwithstanding such payment in full, in cash, of all accrued and unpaid principal, interest and fees, and any other Obligations then due and owing, the payment of any appropriate collateral deposits in connection with other Obligations and the occurrence of the Commitment Termination Date, Administrative Agent shall not be required to terminate its Liens in any Collateral unless, with respect to any damages Administrative Agent may incur as a result of the dishonor or return of Payment Items applied to Obligations, Administrative Agent receives (a) a written agreement, executed by Borrower and any Person whose advances are used in whole or in part to satisfy the Obligations, indemnifying Administrative Agent, Issuing Bank and Lenders from any such damages; or (b) such Cash Collateral as Administrative Agent, in its discretion, deems necessary to protect against any such damages. The provisions of Sections 2.3, 3.4, 3.6, 3.7, 3.9, 4.6, 5.4, 5.8, 12, and 14.2, and the obligation of each Obligor and Lender with respect to each indemnity given by it in any Loan Document, shall survive Full Payment of the Obligations and any release relating to this credit facility. SECTION 5. PAYMENTS 5.1 General Payment Provisions. All payments of Obligations shall be made in Dollars (except as otherwise provided in Section 5.9), free and clear of and without condition, offset, counterclaim, recoupment or defense of any kind, free of (and without deduction for) any Taxes, except as required by Applicable Law and subject to Section 5.8, and in immediately available funds, not later than 2:00 p.m. on the due date. Any payment after such time shall be deemed made on the next Business Day. Borrower may, at the time of payment, specify to Applicable Agent the Obligations to which such payment is to be applied, but Applicable Agent shall in all events retain the right to apply such payment in such manner as Applicable Agent, subject to the provisions hereof, may determine to be appropriate. If any payment under the Loan Documents shall be stated to be due on a day other than a Business Day, the due date shall be extended to the next Business Day and such extension of time shall be included in any computation of interest and fees. Any payment of a LIBOR Loan prior to the end of its Interest Period shall be accompanied by all amounts due under Section 3.9. Any prepayment of the Tranche A Revolver Loans shall be applied first to Base Rate Tranche A Revolver Loans and then to LIBOR Tranche A Revolver Loans. Any prepayment of the Tranche A-1 Revolver Loans shall be applied first to Base Rate Tranche A-1 Revolver Loans and then to LIBOR Tranche A-1 Revolver Loans; provided that, except as provided in Section 2.2.4(e), the Tranche A-1 Revolver Loans may only be prepaid if there are no Tranche A Revolver Loans outstanding at such time. Unless the Administrative Agent shall have received notice from the Borrower prior to the time at which any payment is due to the Administrative Agent for the account of the relevant Lenders or the Issuing Bank hereunder that Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the appropriate Lenders or the Issuing Bank, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the appropriate Lenders or the Issuing Bank, as 92 DB1/ 90693583.6

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the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or the Issuing Bank, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. A notice of Administrative Agent to the Borrower with respect to any amount owing under this Section 5.1 shall be conclusive, absent manifest error. 5.2 Repayment of Loans, Etc. The Loans and all other Obligations (other than contingent Obligations which by their terms survive such termination) shall be due and payable in full on the Termination Date, unless payment is sooner required hereunder. The Company promises to pay on the Termination Date, or on such earlier date as payment is required hereunder, and there shall become absolutely due and payable on such date, all of the Prior Lender Obligations, the Obligations, the Tranche A Revolver Loans, the LC Obligations and the Tranche A-1 Revolver Loans outstanding on such date, together with any and all accrued and unpaid interest thereon and all other fees and other amounts then accrued and outstanding with respect thereto. The Loans may be prepaid in accordance with Section 5.1 and Section 5.5; provided that, except as provided in Section 2.2.4(e), the Tranche A-1 Revolver Loans may only be prepaid if there are no Tranche A Revolver Loans outstanding at such time. 5.3 Payment of Other Obligations. Obligations other than Loans, including LC Obligations, and Extraordinary Expenses, shall be paid by Borrower as provided in the Loan Documents or, if no payment date is specified, on demand. 5.4 Marshaling; Payments Set Aside. Neither the Administrative Agent or the Lenders shall be under any obligation to marshal any assets in favor of any Obligor or against any Obligations. If any Obligor makes a payment to the Administrative Agent or Lenders, or if the Administrative Agent or any Lender receives payment from the proceeds of Collateral, exercise of setoff or otherwise, and such payment is subsequently invalidated or required to be repaid to a trustee, receiver or any other Person, then the Obligations originally intended to be satisfied, and all Liens, rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been received and any enforcement or setoff had not occurred. 5.5

Allocation of Payments.

5.5.1 Pre-Default Allocation of Payments on Obligations. At all times when Section 5.5.3 does not apply, monies to be applied to the Obligations and the Prior Lender Obligations (other than the Canadian Obligations), whether arising from payments by Obligors, realization on Collateral, setoff or otherwise, shall be allocated as follow: (a) first, to permanently reduce the fees, interest and principal in respect of the Prior Tranche A-1 Revolver Loans, until paid in full; (b) second, to permanently reduce the other Prior Lender Obligations (other than the Canadian Obligations) in accordance with the provisions of Section 5.5.3 of the PrePetition Credit Agreement have been paid in full), until paid in full; 93 DB1/ 90693583.6

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(c) third, to all the payment of Protective Advances funded by the Administrative Agent and fees, costs, indemnities and expenses, including Extraordinary Expenses, owing to the Administrative Agent; (d) fourth, to the payment of all interest and fees on the Obligations then due and payable owed to the Lenders, Swingline Lenders and Issuing Banks; (e) fifth, to the payment of principal of the Tranche A Revolving Loans and Swing Loans and the payment of matured LC Obligations; (f)

sixth, to the payment of principal of the Tranche A-1 Revolving Loans;

(g)

seventh, to the payment of the Canadian Deficiency Amount;

(h)

eighth, to any other Obligations then due and owning

(i)

ninth, to the Pre-Petition Indemnity Account;

and

(j) tenth, any remainder shall be for the account of and paid to whoever may be lawfully entitled thereto. Amounts shall be applied to each category of Obligations set forth above until Full Payment thereof and then to the next category. If amounts are insufficient to satisfy a category, they shall be applied on a pro rata basis among the Obligations in the category, provided that, except as provided in Section 2.2.4(e), the Tranche A-1 Revolver Loans may only be prepaid if there are no Tranche A Revolver Loans outstanding at such time. Notwithstanding anything herein to the contrary, at all times, all payments with respect to the Canadian Obligations shall be subject to the terms of the Pre-Petition Loan Agreement, as modified, including pursuant to the Canadian Forbearance Agreement and the Canadian Order. 5.5.2

[Reserved].

5.5.3 Post-Default Allocation of Payments to the Obligations. Notwithstanding anything herein to the contrary, at the election of the Administrative Agent (in its discretion) or the Required Lenders, after the occurrence and during the continuation of an Event of Default, monies to be applied to the Obligations and the Prior Lender Obligations (other than the Canadian Obligations), whether arising from payments by Obligors, realization on Collateral, setoff or otherwise, shall be allocated as follows: (a) first, to all costs and expenses, including Extraordinary Expenses, owing to Administrative Agent; (b) second, to all amounts owing to Administrative Agent on Swingline Loans or Protective Advances; (c)

third, to all amounts owing to Issuing Bank on LC Obligations; 94

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fourth, to permanently reduce the Prior Tranche A-1 Revolver

Loans; (e) fifth, to permanently reduce the other Prior Lender Obligations (other than the Canadian Obligations) in accordance with the provisions of Section 5.5.3 of the Pre-Petition Credit Agreement, until paid in full; (f)

sixth, to fund the Pre-Petition Indemnity Account, if applicable;

(g) seventh, to all costs and expenses, including Extraordinary Expenses, owing to the Co-Collateral Agents and Lenders; (h) eighth, to all Obligations constituting fees owing to the Tranche A Lenders in their capacity as Tranche A Lenders (excluding amounts relating to Bank Products); (i) ninth, to all Obligations constituting interest on Tranche A Revolver Loans (excluding amounts relating to Bank Products); (j) tenth, to provide Cash Collateral for outstanding Letters of Credit and Bankersâ&#x20AC;&#x2122; Acceptances issued for the account or benefit of the Company, to the extent not otherwise Cash Collateralized by the Company pursuant to Sections 2.3 and 2.7; (k) Revolver Loans;

eleventh, to Obligations consisting of principal on the Tranche A

(l) twelfth, to all Obligations constituting fees owing to the Tranche A-1 Lenders in their capacity as Tranche A-1 Lenders (excluding amounts relating to Bank Products); (m) thirteenth, to all Obligations constituting interest on Tranche A-1 Revolver Loans (excluding amounts relating to Bank Products); (n) fourteenth, to all other Obligations (including principal) owing to the Tranche A-1 Lenders in their capacity as Tranche A-1 Lenders (other than Bank Product Debt); (o)

fifteenth, to the payment of the Canadian Deficiency Amount;

(p)

sixteenth, to Obligations consisting of Bank Product Debt;

(q)

seventeenth, to any other Obligations then due and owning.

Amounts shall be applied to each category of Obligations set forth above until Full Payment thereof and then to the next category. If amounts are insufficient to satisfy a category, they shall be applied on a pro rata basis among the Obligations in the category. Amounts distributed with respect to any Bank Product Debt or LC Obligations shall be the lesser of the applicable LC Obligations or Bank Product Amount last reported to Administrative Agent or the actual LC 95 DB1/ 90693583.6

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Obligations or Bank Product Debt as calculated by the methodology reported to Administrative Agent for determining the amount due. Subject to Sections 2.3.3, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit and Bankers’ Acceptances pursuant to clause Tenth above shall be applied to satisfy drawings under such Letters of Credit and payments of Bankers’ Acceptances as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit and Bankers’ Acceptances have either been fully drawn, paid or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Administrative Agent shall have no obligation to calculate the amount to be distributed with respect to any Bank Product Debt, but may rely upon written notice of the amount (setting forth a reasonably detailed calculation) from the Secured Party. In the absence of such notice, Administrative Agent may assume the amount to be distributed is the Bank Product Amount last reported to it. The allocations set forth in this Section 5.5.3 are solely to determine the rights and priorities of Administrative Agent and Lenders as among themselves, may be changed by agreement among them without the consent of any Obligor and is subject to Section 2.8 (regarding Defaulting Lenders). Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets, but appropriate adjustments shall be made with respect to payments from other Obligors to preserve the allocation to Obligations otherwise set forth above in this Section 5.5.3. This Section 5.5.3 is not for the benefit of or enforceable by any Obligor. 5.5.4

[Reserved].

5.5.5 Erroneous Application. The Administrative Agent shall not be liable for any application of amounts made by it in error (unless it has been determined in a final, nonappealable judgment by a court of competent jurisdiction that such error was a result of the gross negligence or willful misconduct of the Administrative Agent) and if any such application is subsequently determined to have been made in error, the sole recourse of any Lender or other Person to which such amount should have been made (unless it has been determined in a final, non-appealable judgment by a court of competent jurisdiction that such error was a result of the gross negligence or willful misconduct of the Administrative Agent) shall be to recover the amount from the Person that actually received it (and, if such amount was received by any Lender, such Lender hereby agrees to return it). 5.6 Application of Payments. Each Obligor irrevocably waives the right to direct the application of any payments or Collateral proceeds, and agrees that the Administrative Agent (subject to Section 5.5) shall have the continuing, exclusive right to apply and reapply same against the Obligations, in such manner as the Administrative Agent deems advisable, notwithstanding any entry by the Administrative Agent in its records. 5.7

Loan Account; Account Stated.

5.7.1 Loan Account. The Administrative Agent shall maintain in accordance with its usual and customary practices an account or accounts (“Loan Account”) evidencing the Debt of Borrower resulting from each Loan or issuance of a Letter of Credit or any Bankers’ Acceptance from time to time. Any failure of Administrative Agent to record anything in the Loan Account, or any error in doing so, shall not limit or otherwise affect the obligation of Borrower to pay any amount owing hereunder. Administrative Agent may 96 DB1/ 90693583.6

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maintain a single Loan Account in the name of Borrower Agent; provided, however, that Administrative Agent and each Lender confirms that such arrangement does not constitute nor imply that the Obligations of Borrower are joint and several in nature. 5.7.2 Entries Binding. Entries made in the Loan Account shall constitute presumptive evidence of the information contained therein. If any information contained in the Loan Account is provided to or inspected by any Person, then such information shall be conclusive and binding on such Person for all purposes absent manifest error, except to the extent such Person notifies Administrative Agent in writing within 30 days after receipt or inspection that specific information is subject to dispute. 5.8

Taxes.

5.8.1 Account of Taxes.

Payments Free of Taxes; Obligation to Withhold; Payments on

(a) Any and all payments by or on account of any obligation of any Obligor hereunder or under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Laws. If any Applicable Laws (as determined in the good faith discretion of the Administrative Agent or an Obligor) require the deduction or withholding of any Tax from any such payment by the Administrative Agent or an Obligor, then the Administrative Agent or such Obligor shall be entitled to make such deduction or withholding. (b) If any Obligor or the Administrative Agent shall be required by the Code to withhold or deduct any Taxes, including both United States federal backup withholding and withholding taxes, from any payment, then (A) the Administrative Agent shall withhold or make such deductions as are determined by the Administrative Agent or Obligor to be required, (B) the Administrative Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Code, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Obligor shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 5.8) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made. (c) If any Obligor or the Administrative Agent shall be required by any Applicable Laws other than the Code to withhold or deduct any Taxes from any payment, then (A) such Obligor or the Administrative Agent, as required by such Applicable Laws, shall withhold or make such deductions as are determined by it to be required, (B) such Obligor or the Administrative Agent, to the extent required by such Applicable Laws, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Applicable Laws, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Obligor shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 5.8) the applicable Recipient 97 DB1/ 90693583.6

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receives an amount equal to the sum it would have received had no such withholding or deduction been made. 5.8.2 Payment of Other Taxes by the Borrower. Without limiting the provisions of subsection 5.8.1 above, the Obligors shall timely pay to the relevant Governmental Authority in accordance with Applicable Law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes. 5.8.3

Tax Indemnifications.

(a) Each of the Obligors shall, and does hereby, jointly and severally, indemnify each Recipient, and shall make payment in respect thereof within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 5.8) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower Agent by a Lender or the Issuing Bank (with a copy to the Administrative Agent, or by the Administrative Agent on its own behalf or on behalf of a Lender or the Issuing Bank, shall be conclusive absent manifest error. Each of the Obligors shall, and does hereby, jointly and severally, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Lender or the Issuing Bank for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 5.8.3(b) below. (b) Each Lender and Issuing Bank shall, and does hereby, severally indemnify, and shall make payment in respect thereof within 10 days after demand therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender or the Issuing Bank (but only to the extent that any Obligor has not already indemnified the Applicable Agent for such Indemnified Taxes and without limiting the obligation of the Obligors to do so), (y) the Administrative Agent and the Obligors, as applicable, against any Taxes attributable to such Lenderâ&#x20AC;&#x2122;s failure to comply with the provisions of Section 13.3.1 relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Obligors, as applicable, against any Excluded Taxes attributable to such Lender or the Issuing Bank, in each case, that are payable or paid by the Administrative Agent or an Obligor in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender and Issuing Bank hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or the Issuing Bank, as the case may be, under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this clause 5.8.3(b). 5.8.4 Evidence of Payments. Upon request by the Borrower Agent or the Administrative Agent, as the case may be, after any payment of Taxes by the Obligors or by the 98 DB1/ 90693583.6

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Administrative Agent to a Governmental Authority as provided in this Section 5.8, the Borrower Agent shall deliver to the Administrative Agent or the Administrative Agent shall deliver to the Borrower Agent, as the case may be, the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of any return required by Applicable Laws to report such payment or other evidence of such payment reasonably satisfactory to the Borrower Agent or the Administrative Agent, as the case may be. 5.8.5

Status of Lenders; Tax Documentation.

(a) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower Agent and the Administrative Agent, at the time or times reasonably requested by the Borrower Agent or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower Agent or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower Agent or the Administrative Agent, shall deliver such other documentation prescribed by Applicable Laws or reasonably requested by the Borrower Agent or the Administrative Agent as will enable the Borrower Agent or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 5.8.5(b)(i), (b)(ii) and (b)(iv) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. (b)

Without limiting the generality of the foregoing,

(i) any Lender that is a U.S. Person shall deliver to the Borrower Agent and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower Agent or the Administrative Agent), executed copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax; (ii) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower Agent and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower Agent or the Administrative Agent), whichever of the following is applicable: (1) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed copies of IRS Form W-8BEN or W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or W-8BEN-E, as applicable, 99 DB1/ 90693583.6

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establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (2)

executed copies of IRS Form W-8ECI;

(3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit H-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of Holdings within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BEN or W-8BEN-E, as applicable; or (4) to the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, W-8BEN or W-8BEN-E, as applicable, a U.S. Tax Compliance Certificate substantially in the form of Exhibit H-2 or Exhibit H-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit H-4 on behalf of each such direct and indirect partner; (iii) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower Agent and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower Agent or the Administrative Agent), executed originals of any other form prescribed by Applicable Law as a basis for claiming exemption from or a reduction in U.S. federal with-holding Tax, duly completed, together with such supplementary documentation as may be prescribed by Applicable Law to permit the Borrower Agent or the Administrative Agent to determine the withholding or deduction required to be made; and (iv) if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower Agent and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower Agent or the Administrative Agent such documentation prescribed by Applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower Agent or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (iv), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. For purposes of determining withholding Taxes imposed under the FATCA, the Obligors and the Administrative Agent shall treat (and the Lenders hereby authorize the Administrative Agent to 100 DB1/ 90693583.6

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treat) the Loans and the Loan Agreement as not qualifying as a "grandfathered obligation" within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i). (v) Each Recipient agrees that if any form or certification it previously delivered pursuant to this Section 5.8 expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower Agent and the Administrative Agent in writing of its legal inability to do so. 5.8.6 Treatment of Certain Refunds. Unless required by Applicable Laws, at no time shall Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender or an Issuing Bank, or have any obligation to pay to any Lender or any Issuing Bank, any refund of Taxes withheld or deducted from funds paid for the account of such Lender or Issuing Bank, as the case may be. If any Recipient determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified by any Obligor or with respect to which any Obligor has paid additional amounts pursuant to this Section 5.8, it shall pay to such Obligor an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by such Obligor under this Section 5.8 with respect to the Taxes giving rise to such refund), net of all out-ofpocket expenses (including Taxes) incurred by such Recipient, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Obligor, upon the request of the Recipient, agrees to repay the amount paid over to the Obligor (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Recipient in the event the Recipient is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this subsection 5.8.6, in no event will the applicable Recipient be required to pay any amount to any Obligor pursuant to this subsection the payment of which would place the Recipient in a less favorable net after-Tax position than such Recipient would have been in if Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such tax had never been paid. This subsection 5.8.6 shall not be construed to require any Recipient to make available its tax returns (or any other information relating to its taxes that it deems confidential) to any Obligor or any other Person. 5.8.7 Survival. Each partyâ&#x20AC;&#x2122;s obligations under this Section 5.8 shall survive the resignation or replacement of one or more of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender or the Issuing Bank, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations and the termination of this Agreement. 5.9 Currency Matters. Dollars are the currency of account and payment for each and every sum at any time due from the Borrower hereunder; provided that: (a) except as expressly provided in this Loan Agreement, each repayment of a Loan or a part thereof shall be made in the currency in which such Loan is denominated at the time of that repayment;

101 DB1/ 90693583.6

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(b) each payment of interest shall be made in the currency in which such principal or other sum in respect of which such interest is payable, is denominated; (c) each payment of any Letter of Credit Fees payable by the Company (and any other fees payable by the Company under Section 3.2.2), Commitment Fees payable by the Company and all other amounts due hereunder (unless the provisions of the Loan Agreement require otherwise) shall be in Dollars; (d)

[Reserved];

(e) each payment in respect of costs, expenses and indemnities shall be made in the currency in which the same were incurred. No payment to the Administrative Agent or any Lender (whether under any judgment or court order or otherwise) shall discharge the obligation or liability in respect of which it was made unless and until the Administrative Agent or such Lender shall have received payment in full in the currency in which such obligation or liability was incurred, and to the extent that the amount of any such payment shall, on actual conversion into such currency, fall short of such obligation or liability actual or contingent expressed in that currency, the Borrower agrees to indemnify and hold harmless the Administrative Agent or such Lender, as the case may be, with respect to the amount of the shortfall with respect to amounts payable by the Borrower hereunder, with such indemnity surviving the termination of this Loan Agreement and any legal proceeding, judgment or court order pursuant to which the original payment was made which resulted in the shortfall. 5.10 Nature of Borrower’s Liability. Notwithstanding anything herein or any Loan Document to the contrary none of the property of any Foreign Subsidiary shall be used as security for the Obligations of the Borrower. 5.11

Super Priority Nature of Obligations and Administrative Agent’s Liens.

(a) Chapter 11 Cases. The priority of the Administrative Agent’s Liens on the Collateral, claims and other interests shall be as set forth in the Interim Order and the Final Order. (b) BIA Proceeding. The priority of the Canadian Agent’s Liens on the Canadian Collateral shall be as set forth in the Canadian Order or any further order of the Canadian Court, as applicable and in the Canadian Collateral Documents. 5.12 Payment of Obligations. Upon the maturity (whether by acceleration or otherwise) of any of the Obligations under this Agreement or any of the other Loan Documents, Administrative Agent and Lenders shall be entitled to immediate payment of such Obligations without further application to or order of any Insolvency Court. SECTION 6. CONDITIONS PRECEDENT 6.1 Conditions Precedent to Effectiveness of Agreement. In addition to the conditions set forth in Section 6.2, Lenders shall not be required to fund any requested Loan, issue any Letter of Credit, or otherwise extend credit to Borrower hereunder until each of the 102 DB1/ 90693583.6

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following conditions has been satisfied (in each case, in form and substance satisfactory to the Administrative Agent and each of the Lenders): (a) Notes shall have been executed by Borrower and delivered to each Lender that requests issuance of a Note. Each other Loan Document to be delivered on or prior to the Closing Date shall have been duly executed and delivered to Administrative Agent by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof, including, without limitation, the Intercreditor Agreement. (b) Subject to the Intercreditor Agreement, Administrative Agent shall be satisfied that the Security Documents shall be effective to create in favor of the Administrative Agent a legal, valid and enforceable first priority security interest in and Lien upon the Collateral and shall have received (i) evidence that all filings, recordings, and other actions necessary or desirable to protect and preserve such security interests shall have been duly effected, (ii) Lien searches and other evidence reasonably satisfactory to Administrative Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens, and (iii) a completed and fully executed perfection certificate in form and substance reasonably satisfactory to Administrative Agent; (c) Administrative Agent shall have received a certificate, from the interim chief financial officer of the Company and the chief restructuring officer, certifying that: (i) after giving effect to the initial Loans and transactions hereunder, (A) the representations and warranties set forth in Section 9 are true and correct in all material respects (except for representations and warranties that expressly relate to an earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date); and (B) Borrower has complied in all material respects with all agreements and conditions to be satisfied by it under the Loan Documents, including specific certifications as to satisfaction of the conditions in this Section 6.1 (other than, to the extent such condition is subject to the satisfaction of any Agent, such satisfaction); (ii) all Loans made by the Lenders to the Borrower hereunder are and shall remain in full compliance with the Federal Reserve’s margin regulations and other similar Applicable Laws; (iii) no law or regulation to which Borrower is subject is applicable to the transactions contemplated hereby which could reasonably be expected to have a Material Adverse Effect on any Obligor or a Material Adverse Effect on the transactions contemplated hereby; and (iv) attached are complete and correct copies of the material “Credit Documents” (as defined in the Guggenheim DIP Credit Agreement), all of which documents shall be in full force and effect and without amendment except attached thereto. (d) Administrative Agent shall have received a certificate of a duly authorized officer of each Obligor, certifying (i) that attached copies of such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown and 103 DB1/ 90693583.6

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certified as appropriate by the Secretary of State or other appropriate official of such Obligorâ&#x20AC;&#x2122;s jurisdiction of organization, (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents and the transactions contemplated thereby, is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility, (iii) to the title, name and signature of each Person authorized to sign the Loan Documents and (iv) that attached are copies of good standing or subsistence certificates, as applicable, for each Obligor, issued by the Secretary of State or other appropriate official of such Obligorâ&#x20AC;&#x2122;s jurisdiction of organization and, if required by the Administrative Agent, of its chief executive office. Administrative Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. (e) Administrative Agent shall have received favorable written opinions of Kirkland & Ellis LLP (and from any other special counsel to the Obligors), addressing corporate authority matters, entry of the Interim Order and the Canadian Order, and other matters reasonably requested by Administrative Agent. (f) Administrative Agent shall (i) be satisfied with the amount, types and terms and conditions of all insurance maintained by the Obligors and their Subsidiaries, and (ii) have received certificates of insurance with endorsements naming Administrative Agent, for the benefit of the Lenders, as loss payee or additional insured, as applicable, with respect to each insurance policy required to be maintained with respect to the Collateral. (g) Borrower shall have paid all fees and expenses to be paid to Joint Lead Arrangers, Administrative Agent, any Co-Collateral Agent and Lenders on the Closing Date (including, without limitation, all fees, charges and disbursements of counsel, including local counsel, to Administrative Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and Administrative Agent and the Co-Collateral Agents)). (h) Administrative Agent shall have received all inventory and asset appraisals, commercial finance audits, field audits and such other reports, audits and other information or certifications as it may reasonably request with respect to the Collateral. (i) Administrative Agent shall have received a Borrowing Base Certificate indicating that Excess Availability as of the Closing Date, is not less than $0. (j)

[Reserved].

(k)

Such other information reasonably requested by the Administrative Agent.

(l)

[Reserved].

(m) Administrative Agent shall have received evidence, in form and substance satisfactory to the Administrative Agent that, prior to or concurrently with the effectiveness of 104 DB1/ 90693583.6

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this Agreement, (i) the Guggenheim DIP Credit Facility shall be in full force and effect, (ii) the Borrower has received net proceeds under the Guggenheim DIP Credit Facility of not less than $9,000,000 and (iii) shall apply up to $5,000,000 of the proceeds of the Guggenheim DIP Credit Facility to the Prior Lender Obligations (other than the Canadian Obligations) in an amount such that, after giving effect to such payment, the Availability Block shall be an amount equal to not less than $12,500,000. (n) Administrative Agent shall have received such other certificates, documents, agreements and information in respect of any Obligor as Administrative Agent may reasonably request. (o)

[Reserved].

(p) The Joint Lead Arrangers shall have received at a reasonable time prior to the Closing Date all documentation and other information relating to the Obligors and their Affiliates reasonably requested in order to allow the Joint Lead Arrangers and the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act or any AML Legislation. (q) Since the Petition Date, there has been no event or circumstance, either individually or in the aggregate, that has or could reasonably be expected to have a Material Adverse Effect. (r) No orders, injunctions or pending litigation exists which could reasonably be expected to have a Material Adverse Effect or which challenges this Loan Agreement, the Loan Documents or the credit facilities contemplated hereunder. (s) Since the Petition Date, there has been no material increase in the liabilities, liquidated or contingent, of the Borrower and the Guarantors taken as a whole, or material decrease in the assets of the Borrower the Guarantors taken as a whole (other than the incurrence of the Term Debt). (t) No Default or Event of Default shall have occurred and be continuing or shall arise hereunder immediately after giving effect to this Agreement and the transactions contemplated hereby. (u) Other than those resulting from the commencement of the Insolvency Cases, since the Petition Date there shall have been no adverse change in the ability of the Administrative Agent and the Lenders to enforce the Loan Documents and the Obligations of the Borrowers and the Guarantors hereunder. (v) Administrative Agent shall have received the Approved Budget and the Approved Canadian Budget. (w) Insolvency Matters – Chapter 11 Cases. (i) The Bankruptcy Court shall have entered an Interim Order by no later than three (3) Business Days after the Petition Date; (ii) the Obligors shall have established or shall maintain the cash management systems described in Section 7.1 and the Obligors shall have taken all steps reasonably necessary to comply with 105 DB1/ 90693583.6

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the Cash Management Order; (iii) [reserved]; (iv) the Administrative Agent shall have received drafts of the “first day” pleadings for the Chapter 11 Cases, in each case, in form and substance reasonably satisfactory to the Administrative Agent not later than a reasonable time in advance of the Petition Date for Administrative Agent’s counsel to review and analyze the same; and (v) all motions, orders (including the “first day” orders) and other documents to be filed with and submitted to the Bankruptcy Court on the Petition Date shall be in form and substance reasonably satisfactory to the Administrative Agent. (x) Insolvency Matters – BIA Proceeding. (i) the Canadian Order shall have been issued in the BIA Proceeding by no later than four (4) Business Days after the Petition Date, (ii) the Administrative Agent shall have received drafts of the application materials seeking the issuance of the Canadian Order in the BIA Proceeding in accordance with the Canadian Forbearance Agreement and (iii) all motions, orders and other documents to be filed with and submitted to the Canadian Court at any time in the BIA Proceeding shall be in form and substance reasonably satisfactory to the Administrative Agent and the Canadian Agent. 6.2 Conditions Precedent to All Credit Extensions. Administrative Agent, Issuing Bank and Lenders shall not be required to fund any Loans, arrange for issuance of any Letters of Credit or grant any other accommodation to or for the benefit of Borrower, unless the following conditions are satisfied: (a) The Administrative Agent shall have received (i) with respect to any requested funding of any Loan, a Notice of Borrowing in accordance with Section 4.1.1 and a Borrowing Base Certificate for such date or (ii) with respect to any requested issuance of a Letter of Credit, an LC Application and such other related documents in accordance with Section 2.3 and the LC Conditions shall be satisfied; (b) No Default or Event of Default shall exist at the time of, or result from, such funding, issuance or grant; (c) The representations and warranties of each Obligor in the Loan Documents shall be true and correct in all material respects on the date of, and upon giving effect to, such funding, issuance or grant (except for representations and warranties that expressly relate to an earlier date); (d) No change shall have occurred in any law or regulations thereunder or interpretations thereof (including “currency exchange” laws, rules or regulations) that in the reasonable opinion of any Lender would make it illegal or impractical for such Lender to make such Loan or to participate in the issuance, extension or renewal of such Letter of Credit or in the reasonable opinion of the Administrative Agent would make it illegal or impractical for the Issuing Bank to issue, extend or renew such Letter of Credit. (e) The aggregate principal amount of (i) the sum of (x) the unpaid balance of Tranche A Revolver Loans outstanding at such time, plus (y) the LC Obligations at such time, after giving effect to the applicable borrowing or issuance or renewal of a Letter of Credit plus (z) the Dollar Equivalent of aggregate amount of the Prior Lender Obligations (excluding (I) Canadian Obligations and (II) Prior Tranche A-1 Revolver Loans) outstanding at such time, shall 106 DB1/ 90693583.6

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not exceed the Tranche A Borrowing Base, (ii) the sum of (x) the unpaid balance of the Tranche A-1 Revolver Loans on such date, plus (y) the Dollar Equivalent of aggregate amount of the Prior Tranche A-1 Loans outstanding at such time, after giving effect to the applicable borrowing or issuance or renewal of a Letter of Credit, shall not exceed the Tranche A-1 Borrowing Base, or (iii) the sum of (x) Tranche A Revolver Loans, Tranche A-1 Revolver Loans and all LC Obligations on such date plus (y) the Dollar Equivalent of aggregate amount of the Prior Lender Obligations (other than the Canadian Obligations) outstanding at such time, after giving effect to the applicable borrowing or issuance or renewal of a Letter of Credit, shall not exceed the aggregate of the Tranche A Borrowing Base and the Tranche A-1 Borrowing Base or the amount projected to be outstanding on such date in the Approved Budget. (f) The Administrative Agent shall have received a certification of the relevant Obligors and its Affiliates as to the ratification of the board resolutions provided under Section 6.1(d)(ii) promptly upon any change in the sole member, sole manager, board of directors, board of managers (or other similar governing body) of such Obligor or any change in the officers of any Obligor together with an incumbency certificate in respect of such new officers authorized to act under the Loan Documents, all in form and substance satisfactory to the Administrative Agent. (g) due and payable.

The Borrower shall have paid the balance of all fees and expenses then

(h) (i) The Final Order shall have been entered following the expiration of the Interim Order; (ii) the Interim Order or the Final Order, as applicable, shall not have been vacated, stayed, reversed, modified, or amended without the Administrative Agent’s consent and shall otherwise be in full force and effect; (iii) no motion for reconsideration of the Interim Order or the Final Order, as applicable, shall have been timely filed; and (iv) no appeal of the Interim Order or the Final Order, as applicable, shall have been timely filed. (i) The Canadian Order (i) shall not have been vacated, stayed, reversed, modified or amended in a manner that affects the Canadian Debtor’s financing arrangements without the Administrative Agent’s or the Canadian Agent’s consent, as applicable, (ii) shall otherwise be in full force and effect, (iii) no appeal of the Canadian Order or motion for leave to appeal the Canadian Order shall have been timely filed, and (iv) no motion for a stay of the Canadian Order shall be pending. Each request (or deemed request) by Borrower for funding of a Loan, issuance of a Letter of Credit or grant of an accommodation shall constitute a representation by Borrower that the foregoing conditions are satisfied on the date of such request and on the date of such funding, issuance or grant. The conditions set forth in this Section 6.2 are for the sole benefit of the Administrative Agent, Issuing Banks, Lenders and each other Secured Party, but until the Required Lenders or any Co-Collateral Agent otherwise direct the Administrative Agent to cease making Loans and issuing Letters of Credit, the Lenders will fund their Pro Rata share of all Loans and LC Advances and participate in all Swingline Loans and Letters of Credit whenever made or issued, which are requested by the Borrower and which, notwithstanding the failure of the Obligors to comply with the provisions of this Section 6, are agreed to by the Administrative Agent in its sole discretion, provided, however, the making of any such Loans or the issuance of 107 DB1/ 90693583.6

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any Letters of Credit (regardless of whether the lack of satisfaction was known or unknown at the time), shall not be deemed a modification or waiver by the Administrative Agent, Issuing Bank, Lender or other Secured Party of the provisions of this Section 6 on any future occasion or operate as a waiver of (i) the right of Administrative Agent, Issuing Bank and Lenders to insist upon satisfaction of all conditions precedent with respect to any subsequent funding or issuance, (ii) any Default or Event of Default due to such failure of conditions or otherwise or (iii) any rights of Administrative Agent, Issuing Bank, Lender or other Secured Party as a result of any such failure of the Obligors to comply. 6.3

[Reserved].

6.4 Failure to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Section 6, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable credit extension set forth in this Section 6 are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest. SECTION 7. DEPOSIT ACCOUNTS AND CASH COLLATERAL. 7.1

Lien on Deposit Accounts; Cash Collateral. 7.1.1

Accounts Generally.

(a) The Obligors shall at all times establish and maintain cash management arrangements and procedures, including Approved Deposit Accounts, reasonably satisfactory to the Agents. The Obligors shall deliver to the Administrative Agent a schedule of Deposit Accounts and Securities Account in accordance with Section 8.4, which schedule shall include, with respect to each depository (i) the name and address of such depository; (ii) the account number(s) maintained with such depository; and (iii) a contact person at such depository. (b) Each Obligor shall (i) enter into Account Control Agreements with each Deposit Account Bank and Approved Securities Intermediary, with respect to each Deposit Account and Securities Account into which any funds such Obligor receives which constitutes (or constitutes proceeds of) Revolving Credit Primary Collateral or other Collateral (other than “Term Loan Collateral Accounts” (as defined in the Intercreditor Agreement) and the Guggenheim DIP Funding Account), (ii) not establish or maintain any Securities Account that is not subject to an Account Control Agreement, (iii) not establish or maintain any Deposit Account or lockbox arrangements other than with a Deposit Account Bank and (iv) take all actions necessary to establish the Administrative Agent’s control of and Lien on each Deposit Account and lockbox requested by the Administrative Agent (other than Excluded Accounts). (c) Each Credit Card Agreement and Account Control Agreement entered into by an Obligor requires, the ACH or wire transfer on each Business Day (and whether or not there is then an outstanding balance in the Loan Account) of all available cash receipts (the “Cash Receipts”) to the Administrative Agent’s Agent Account. 108 DB1/ 90693583.6

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(d) If any cash or Cash Equivalents owned by any Obligor (other than cash or Cash Equivalents in (i) local store depository accounts as long as the average daily balance in any such account is less than $50,000 and the aggregate average daily balances in all such accounts do not exceed $500,000, and (ii) payroll, withholding tax and other fiduciary accounts funded in the Ordinary Course of Business and required by Applicable Law (collectively, “Excluded Accounts”)) are deposited to any account, or held or invested in any manner, otherwise than in an Approved Deposit Account, then the Obligors shall cause all funds in such accounts or so held or so invested to be transferred with such frequency as may be required by the Agents to an Approved Deposit Account. (e) Subject to the notification provision of Section 8.4, the Obligors may close Deposit Accounts or Securities Accounts and/or open new Deposit Accounts or Securities Accounts, subject to the execution and delivery to the Administrative Agent of appropriate Account Control Agreements (except with respect to Excluded Accounts or unless expressly waived by the Administrative Agent) consistent with the provisions of this Section 7.1 and otherwise reasonably satisfactory to the Administrative Agent. The Obligors shall furnish the Administrative Agent with prior written notice of their intention to open or close a Deposit Accounts or Securities Accounts and the Administrative Agent shall promptly notify the Obligors as to whether the Administrative Agent shall require an Account Control Agreement with the Person with whom such account will be maintained. The Obligors may also maintain one or more disbursement accounts to be used by the Obligors for disbursements and payments (including payroll) in the Ordinary Course of Business or as otherwise permitted hereunder. (f) The Agent Account of Administrative Agent shall at all times be under the sole dominion and control of the Administrative Agent. The Obligors hereby acknowledge and agree that (i) they have no right of withdrawal from any Agent Account, (ii) the funds on deposit in each Agent Account shall at all times continue to be collateral security for all of the Obligations, and (iii) the funds on deposit in the Agent Account shall be applied as provided in this Agreement. In the event that any Obligor receives or otherwise has dominion and control of any such proceeds or collections, such proceeds and collections shall be held in trust by the Obligors for the Administrative Agent, shall not be commingled with any of the Obligor’s other funds or deposited in any account of the Obligors and shall promptly be deposited into the Administrative Agent’s Agent Account or dealt with in such other fashion as the Obligors may be instructed by the Agents. (g)

[Reserved].

(h)

[Reserved].

(i) this Agreement:

The following shall apply to deposits and payments under and pursuant to (A) Funds shall be deemed to have been deposited to the Agent Account on the Business Day on which deposited, provided that such deposit is available to the Administrative Agent by 2:00 p.m. on that Business Day; 109

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(B) If a deposit to the Agent Account or payment is not available to the Administrative Agent until after 2:00 p.m. on a Business Day, such deposit or payment shall be deemed to have been made at 9:00 a.m. on the next Business Day; (C) If any item deposited to the Agent Account and credited to the Loan Account is dishonored or returned unpaid for any reason, whether or not such return is rightful or timely, the Administrative Agent shall have the right to reverse such credit and charge the amount of such item to the applicable Loan Account and the applicable Obligors shall indemnify the applicable Secured Parties against all out-of-pocket claims and losses resulting from such dishonor or return; (D) All amounts received under this Section 7.1.1 shall be applied in the manner set forth in Section 5.5. (j) The Borrower shall, and shall cause each of the other Obligors to (i) instruct each Account Debtor or other Person obligated to make a payment to any of them under any Account or General Intangible attributable to Revolving Credit Primary Collateral to make payment, or to continue to make payment, to an Approved Deposit Account, and (ii) deposit in an Approved Deposit Account or, subject to the definition of Excluded Account, any other Deposit Account, in each case immediately upon receipt all proceeds of such Accounts and General Intangibles constituting Revolving Credit Primary Collateral received by any Obligor from any other Person. 7.1.2 Company Deposit Accounts. Without limiting the provisions of this Agreement or the Security Documents, to secure the prompt payment and performance of all Obligations, each of the Company and the Guarantors hereby grants to Administrative Agent, for the benefit of Secured Parties, a continuing security interest in and Lien upon all of such Obligorâ&#x20AC;&#x2122;s right, title and interest in and to each Deposit Account and Securities Account of such Obligor and any deposits or other sums at any time credited to any such Deposit Account or Securities Account, including any sums in any blocked or lockbox accounts or in any accounts into which such sums are swept. 7.1.3

[Reserved].

7.1.4 Credit Card Agreements. Schedule 7.1.4 sets forth, as of the Closing Date, all arrangements to which Borrower or any Guarantor is a party with respect to the payment to Borrower or any Guarantor of the proceeds of credit card charges for sales by Borrower or such Guarantor. The Obligors shall deliver to Applicable Agent Credit Card Agreements instructing each of their Credit Card Issuers or Credit Card Processors to transfer all amounts owing by such processor or issuer to an Obligor directly to an Approved Deposit Account, with such Credit Card Agreements to be executed by each relevant Obligor and the applicable Credit Card Issuer or Credit Card Processor. 7.2 Real Estate Collateral. To the extent Mortgages are required by the collateral agent under the Term Debt Documents, the Administrative Agent or any Co-Collateral Agent 110 DB1/ 90693583.6

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may, in its discretion, require the Obligations to be secured by Mortgages upon all Real Estate described on Schedule 7.2, if any. Each such Mortgage shall be duly recorded, at Borrower’s expense, in each office where such recording is required to constitute a fully perfected Lien on the Real Estate covered thereby, if any. If any Obligor acquires any Material Real Estate hereafter such Obligor shall upon request by the Administrative Agent or any Co-Collateral Agent, in its discretion, (or, in the case of any Material Real Estate that is a leasehold interest, use commercially reasonable efforts to) within 45 days (or such longer time agreed by the Administrative Agent or the Co-Collateral Agents, as applicable), execute, deliver and record a Mortgage sufficient to create a first priority Lien in favor of Administrative Agent on such Material Real Estate, and shall (or, in the case of any Material Real Estate that is a leasehold interest, use commercially reasonable efforts to) deliver all Related Real Estate Documents. 7.3 Further Assurances. Promptly upon request, Obligors shall deliver such instruments, assignments, title certificates, or other documents or agreements, and shall take such actions, as Administrative Agent deems appropriate under Applicable Law to evidence or perfect its Lien on any Collateral, or otherwise to give effect to the intent of this Agreement. Each Obligor authorizes Administrative Agent to file any financing statement that indicates the Collateral as “all assets” or “all personal property” of such Obligor, or words to similar effect, and ratifies any action taken by Administrative Agent before the Closing Date to effect or perfect its Lien on any Collateral. SECTION 8. COLLATERAL ADMINISTRATION 8.1

Borrowing Base Certificates.

8.1.1 Borrowing Base Certificates. The Borrower shall deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver same to the appropriate Lenders), a Borrowing Base Certificate (reflecting, the Tranche A Borrowing Base and the Tranche A-1 Borrowing Base, and containing available updated figures for Eligible Wholesale Receivables, Eligible Credit Card Receivables and Eligible Inventory) as soon as possible, but not later than 11:59 p.m. Pacific time on Wednesday of each week, and at such other times as Administrative Agent may request, prepared as of the close of business of the previous week or such other date so requested by Administrative Agent. 8.1.2

[Reserved].

8.1.3 Calculations. All calculations of Tranche A Excess Availability, Tranche A-1 Excess Availability and Excess Availability in any Borrowing Base Certificate shall originally be made by the Borrower and certified by a Senior Officer (with such certification to be in such Person’s capacity as a Senior Officer of an Obligor and not in such Person’s individual capacity); provided that Administrative Agent may from time to time review and adjust any such calculation to the extent the calculation is not made in accordance with this Agreement (including adjustments relating to Collateral ineligible to be included in any of the in the Tranche A Borrowing Base or the Tranche A-1 Borrowing Base, as applicable) or does not accurately reflect the Availability Reserves.

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8.1.4 Other Deliverables. Contemporaneously with the delivery of each Borrowing Base Certificate (or as otherwise set forth below) the Obligors shall deliver the following, in each case, form and substance reasonably satisfactory to the Co-Collateral Agents: (a) (i) calculations of Inventory itemizing separately, in-transit Inventory, Inventory located at stores to be closed pursuant to Specified Store Closing Sales and Inventory located at non-closing stores, Inventory located in warehouse locations and inventory located in Canada, together with back-up information for each in-transit Inventory category, (ii) an Inventory and Accounts roll forward and (iii) a report as to aging of warehouse inventory (with respect to the U.S. only); (b) (i) an accounts receivable aging (including a summary of both Pre-Petition and Post-Petition accounts receivable) showing (A) wholesale accounts receivable, outstanding aged from invoice date as follows: 1 to 30 days, 31 to 60 days, 61 to 90 days and 91 days or more and (B) credit card receivables accompanied by a statement showing credit card receivables aged from 1 to 5 days and 5 days or more, (ii) an accounts payable aging (including a summary of both Pre-Petition and Post-Petition accounts payable) and (iii) an accounts payable and accrual report, in each case, accompanied by such supporting detail and documentation as shall be requested by the Co-Collateral Agents in their sole discretion; (c) a summary of Inventory by location and type (including SKU-level detail), accompanied by such supporting documentation (including a supporting perpetual Inventory report) as shall be requested by the Co-Collateral Agents in their sole discretion and with detail sufficient to permit the preparation of an updated inventory appraisal; (d) a reconciliation of the most recent Borrowing Base Certificate, Inventory report, wholesale accounts receivable aging and accounts payable aging of each Obligor and its Subsidiaries to the Borrowerâ&#x20AC;&#x2122;s general ledger, accompanied by such supporting detail and documentation as shall be requested by the Administrative Agent in its reasonable discretion; (e) a report setting forth any opening of a new store, office or place of business where Revolving Credit Primary Collateral with a fair market value of $500,000 or more will be located, provided, however, that if any such new store, office or place of business shall be a Large Inventory Location or at a location in a jurisdiction with respect to which the Applicable Agent has not been granted a First Priority Lien, the Borrower Agent shall provide the Administrative Agent with 15 Business Days prior written notice thereof. In addition, the Borrower shall deliver, or shall cause to be delivered, with respect to the Canadian Debtor all reporting, information and other deliverables in respect thereof required under the Pre-Petition Loan Agreement, the Pre-Petition Loan Documents and the Canadian Forbearance Agreement. 8.1.5 Collateral Updates. At the request of the Administrative Agent from time to time (including on a weekly basis, if requested), the Obligors and the Canadian Debtor shall deliver (and shall cause the Specified Liquidation Agents to deliver), and shall cooperate with the Agent Professionals and their designees in order to obtain the following, in each case, in form satisfactory to the Co-Collateral Agents:

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(a) collateral valuation updates from the Specified Liquidation Agents, in form satisfactory to the Co-Collateral Agents, including, without limitation, the value of the Revolving Credit Primary Collateral for the purposes of a “stalking horse” bid in connection with a U.S. Store Liquidation; (b) an updated collateral appraisal from Tiger Valuation Services, in form satisfactory to the Co-Collateral Agents, including reviews of inventory levels and mix; it being understood that the Specified Liquidation Agents shall grant access to records, and cooperate in all respects with, the Co-Collateral Agents, the Agent Professionals (including Tiger Valuation Services) and provide all information that such parties may reasonably request in a timely manner in connection with monitoring and valuing the Collateral; (c) delivery of any information requested by Tiger Valuation Services, the Specified Liquidation Agents or any other Agent Professionals in connection with appraisals, collateral audits, valuations of the Collateral for the purposes of a “stalking horse” bid, other collateral reporting or otherwise; and (d) the Borrower shall deliver, or shall cause to be delivered, all reporting, information and other deliverables set forth in the foregoing clauses (a) through (c) with respect to the Canadian Debtor. 8.2

Administration of Accounts.

8.2.1 Account Verification. Whether or not a Default or Event of Default exists, the Administrative Agent shall have the right at any time, in the name of the Administrative Agent, any designee of the Administrative Agent or any Obligor to verify the validity, amount or any other matter relating to any Accounts of Obligors by mail, telephone or otherwise. Obligors shall cooperate fully with the Administrative Agent in an effort to facilitate and promptly conclude any such verification process. 8.2.2

[Reserved].

8.2.3 Proceeds of Collateral. Obligors shall request in writing and otherwise take all reasonable steps to ensure that all payments on Accounts or otherwise relating to Revolving Credit Primary Collateral are made directly to an Approved Deposit Account (or a lockbox relating to an Approved Deposit Account). If any Obligor or Subsidiary receives cash or Payment Items with respect to any Revolving Credit Primary Collateral, it shall hold same in trust for the Administrative Agent and promptly (not later than the next Business Day) deposit same into an Approved Deposit Account. 8.3

Administration of Inventory.

8.3.1 Records and Reports of Inventory. Each Obligor shall keep accurate and complete records of its Inventory and shall submit to Administrative Agent inventory reports in form reasonably satisfactory to Administrative Agent, on such periodic basis as Administrative Agent may reasonably request. Each Obligor shall conduct a physical inventory at least once per calendar year (and on a more frequent basis if requested by Administrative 113 DB1/ 90693583.6

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Agent) and periodic cycle counts consistent with historical practices, and shall provide to Administrative Agent a report based on each such inventory and count promptly upon completion thereof, together with such supporting information as Administrative Agent may request. Administrative Agent may participate in and observe each inventory or physical count. 8.3.2 Returns of Inventory. No Obligor shall return any Inventory to a supplier, vendor or other Person, whether for cash, credit or otherwise, unless (a) such return is in the Ordinary Course of Business or (b) no Event of Default or Tranche A Overadvance exists or would result therefrom. 8.3.3 Acquisition, Sale and Maintenance. No Obligor shall acquire or accept any Inventory which is part of the Borrowing Base on consignment or approval. Obligors shall use, store and maintain all Inventory with reasonable care and caution, in accordance with applicable standards of any insurance and in conformity with all Applicable Law, and shall make current rent payments (within applicable grace periods provided for in leases) at all locations where Collateral is located, stored, used or held at the premises of a third party constituting a Large Inventory Location. 8.4 Administration of Deposit Accounts. Schedule 8.4 sets forth all Deposit Accounts and Securities Account maintained by Obligors as of the Closing Date, including all Approved Deposit Accounts, and such schedule shall include, with respect to each depository (i) the name and address of such depository; (ii) the account number(s) maintained with such depository; and (iii) a contact person at such depository. Each Obligor shall be the sole account holder of each Deposit Account or Securities Account, and shall not allow any other Person (other than the Administrative Agent and, subject to the Intercreditor Agreement, the collateral agent under the Guggenheim Credit Facility) to have control over a Deposit Account or Securities Account. Contemporaneously with the delivery of monthly financial statements, each Obligor shall notify Administrative Agent of any opening or closing of an individual store Deposit Account since the last such report (or, in the case of the first such report, since the Closing Date) and will provide an updated Schedule 8.4 to reflect same; provided, however, that the Borrower Agent shall provide the Administrative Agent with 15 Business Days prior written notice before the opening or closing of any concentration account into which Revolving Credit Primary Collateral may be deposited or otherwise held. 8.5

General Provisions.

8.5.1 Location of Collateral. All tangible items of Revolving Credit Primary Collateral, other than Inventory in transit and certificated securities (which shall be in the possession of the Administrative Agent), shall at all times be kept by Obligors at the business locations set forth in Schedule 8.5.1, except that Obligors may move Collateral to another location in the United States, provided, however, that if any such Collateral is to be kept at a Large Inventory Location or at a location in a jurisdiction with respect to which the Applicable Agent has not been granted a first priority perfected Lien (subject only to Permitted Liens) not set forth in Schedule 8.5.1, the Borrower Agent shall provide Administrative Agent with 15 Business Days prior written notice thereof. Contemporaneously with the delivery of monthly financial statements, each Obligor shall provide the Administrative Agent with an updated 114 DB1/ 90693583.6

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Schedule 8.5.1 to reflect the locations of all tangible items of Revolving Credit Primary Collateral, other than Inventory in transit and certificated securities. 8.5.2

Insurance of Collateral; Condemnation Proceeds.

(a) Each Obligor shall maintain insurance with respect to the Collateral, covering casualty, hazard, public liability, theft, malicious mischief, and such other risks, in such amounts, with such endorsements, and with such insurers (rated A or better by A.M. Best Rating Guide) as are reasonably satisfactory to Administrative Agent. Subject to the Intercreditor Agreement, all proceeds of Revolving Credit Primary Collateral under each policy shall be payable to Administrative Agent. From time to time upon request, Obligors shall deliver to Administrative Agent the originals or certified copies of their insurance policies and updated flood plain searches. As soon as practicable upon request, Obligors shall deliver to Administrative Agent a report in form and substance reasonably satisfactory to Administrative Agent outlining all material insurance coverage maintained as of the date of such report by the Obligors and all material insurance coverage planned to be maintained by the Obligors in the immediately succeeding Fiscal Year. Unless Administrative Agent shall agree otherwise, each policy shall include reasonably satisfactory endorsements (i) showing the Administrative Agent as loss payee or additional insured, as appropriate; (ii), requiring 30 days prior written notice to the Administrative Agent in the event of cancellation of the policy for any reason whatsoever, unless waived by the Administrative Agent (such waiver not to be unreasonably withheld); and (iii) specifying that the interest of the Administrative Agent shall not be impaired or invalidated by any act or neglect of any Obligor or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Obligor fails to provide and pay for such insurance, the Administrative Agent may, at its option, but shall not be required to, procure the insurance and charge Obligors therefor. Each Obligor agrees to deliver to the Administrative Agent, promptly as rendered, copies of all reports made to insurance companies. While no Event of Default exists, Obligors may settle, adjust or compromise any insurance claim, as long as the proceeds are, subject to the Intercreditor Agreement, delivered to the Administrative Agent. If an Event of Default exists, subject to the Intercreditor Agreement, only the Administrative Agent shall be authorized to settle, adjust and compromise such claims. (b) Subject to the Intercreditor Agreement, any proceeds of insurance (other than proceeds from workers’ compensation or D&O insurance) and any awards arising from condemnation of any Collateral shall be paid to the Administrative Agent. 8.5.3 Protection of Collateral. All expenses of protecting, storing, warehousing, insuring, handling, maintaining and shipping any Collateral, all Taxes (other than Excluded Taxes) payable with respect to any Collateral (including any sale thereof), and all other payments required to be made by the Administrative Agent or Co-Collateral Agents to any Person to realize upon any Collateral, shall be borne and paid by Obligors. The Administrative Agent and the Co-Collateral Agents shall not be liable or responsible in any way for the safekeeping of any Collateral, for any loss or damage thereto (except for reasonable care in its custody while Collateral is in such Administrative Agent’s and/or Co-Collateral Agent’s actual possession), for any diminution in the value thereof, or for any act or default of any warehouseman, carrier, forwarding agency or other Person whatsoever, but the same shall be at Obligors’ sole risk. 115 DB1/ 90693583.6

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8.5.4 Defense of Title to Collateral. Each Obligor shall at all times defend its title to Collateral and Administrative Agent’s Liens therein against all Persons, claims and demands whatsoever, except Permitted Liens. 8.5.5 Power of Attorney. Each Obligor hereby irrevocably constitutes and appoints Administrative Agent (and all Persons designated by Administrative Agent) as such Obligor’s true and lawful attorney (and agent-in-fact) for the purposes provided in this Section 8.5. Administrative Agent, or Administrative Agent’s designee, may, without notice and in either its or an Obligor’s name, but at the cost and expense of Obligors: (a) During an Event of Default, endorse an Obligor’s name on any Payment Item or other proceeds of Collateral (including proceeds of insurance) that come into Administrative Agent’s possession or control; and (b) During an Event of Default, (i) notify any Account Debtors of the assignment of their Accounts, demand and enforce payment of Accounts, by legal proceedings or otherwise, and generally exercise any rights and remedies with respect to Accounts; (ii) settle, adjust, modify, compromise, discharge or release any Accounts or other Collateral, or any legal proceedings brought to collect Accounts or Collateral; (iii) sell or assign any Accounts and other Collateral upon such terms, for such amounts and at such times as Administrative Agent deems advisable; (iv) take control, in any manner, of any proceeds of Collateral; (v) prepare, file and sign an Obligor’s name to a proof of claim or other document in a bankruptcy of an Account Debtor, or to any notice, assignment or satisfaction of Lien or similar document; (vi) receive, open and dispose of mail addressed to an Obligor, and notify postal authorities to change the address for delivery thereof to such address as Administrative Agent may designate; (vii) endorse any Chattel Paper, Document, Instrument, invoice, freight bill, bill of lading, or similar document or agreement relating to any Accounts, Inventory or other Collateral; (viii) use an Obligor’s stationery and sign its name to verifications of Accounts and notices to Account Debtors; (ix) use the information recorded on or contained in any data processing equipment and computer hardware and software relating to any Collateral; (x) make and adjust claims under policies of insurance; (xi) take any action as may be necessary or appropriate to obtain payment under any letter of credit or banker’s acceptance for which an Obligor is a beneficiary; and (xii) take all other actions as Administrative Agent deems appropriate to fulfill any Obligor’s obligations under the Loan Documents. SECTION 9. REPRESENTATIONS AND WARRANTIES 9.1 General Representations and Warranties. To the Administrative Agent and Lenders to enter into this Agreement and to make available the Commitments, Loans and Letters of Credit, each Obligor represents and warrants that: 9.1.1 Organization and Qualification. Each Obligor and Restricted Subsidiary is duly organized, validly existing and in good standing or subsisting, as applicable under the laws of the jurisdiction of its organization. Each Obligor and Restricted Subsidiary is duly qualified, authorized to do business and in good standing as a foreign corporation in each jurisdiction where failure to be so qualified could reasonably be expected to have a Material Adverse Effect. 116 DB1/ 90693583.6

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9.1.2 Power and Authority. Each Obligor is duly authorized to own and operate its properties, and, subject to the entry of the Interim Order or Final Order, as applicable to carry on its business as now conducted and as proposed to be conducted, and to execute, deliver and perform its Loan Documents. Upon entry by the Bankruptcy Court of the Interim Order or Final Order, as applicable, the execution, delivery and performance of the Loan Documents by each Obligor will have been duly authorized by all necessary action, and do not (a) require any consent or approval of any holders of Capital Stock of any Obligor, other than those already obtained; (b) contravene the Organic Documents of any Obligor; (c) violate or cause a material default under any Applicable Law or any Term Debt Document; (d) result in or require the imposition of any Lien (other than Permitted Liens and Liens granted hereunder) on any Property of any Obligor or (e) violate any Applicable Laws. 9.1.3 Enforceability. Upon entry by the Bankruptcy Court of the Interim Order or Final Order, as applicable, each Loan Document is a legal, valid and binding obligation of each Obligor party thereto, enforceable against each Obligor in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles. 9.1.4 Capital Structure. Schedule 9.1.4 shows, for each Obligor and Subsidiary as of the Closing Date, its name, its jurisdiction of organization, its authorized and issued Capital Stock, the holders of its Capital Stock, whether such entity is an Obligor and all agreements binding on such holders with respect to their Capital Stock. Each Obligor has good title in its interest in the Capital Stock of its Subsidiaries, subject only to Administrative Agent’s Lien, the Prior Agent’s Liens in the “Collateral” (as defined in the Pre-Petition Loan Agreement) and Permitted Liens that are expressly allowed to have priority over Administrative Agent’s Liens, and all such Capital Stock is duly issued, fully paid and non-assessable. Except as set forth in Schedule 9.1.4, there are no outstanding options to purchase, warrants, subscription rights, agreements to issue or sell, convertible interests, phantom rights or powers of attorney relating to any Capital Stock of any Obligor or Subsidiary. 9.1.5 Corporate Names; Locations. During the five years preceding the Closing Date, except as shown on Schedule 9.1.5, no Obligor has been known as or used any corporate, fictitious or trade names, has been the surviving corporation of a merger, amalgamation or combination, or has acquired any substantial part of the assets of any Person. The chief executive offices and other places of business of each Obligor as of the Closing Date are shown on Schedule 8.5.1. In the event of any change in the chief executive offices and other places of business of any Obligor, the Company shall deliver to the Administrative Agent an updated Schedule 8.5.1. 9.1.6 Title to Properties; Priority of Liens. Each Obligor has good and marketable title to (or valid leasehold interests in) all of its Real Estate, and good title to all of its personal Property, including all Property reflected in any financial statements delivered to Administrative Agent or Lenders, in each case free of Liens except Permitted Liens. Each Obligor has paid and discharged all lawful claims that are due and payable and that, if unpaid, could become a Lien on its Properties, other than Permitted Liens and except for such claims as are being Properly Contested. All Liens of Administrative Agent in the Collateral are duly created and perfected first priority Liens, subject only to Permitted Liens that are expressly 117 DB1/ 90693583.6

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permitted by the Loan Documents to have priority over the Administrative Agent’s Liens, to the extent the filing of financing statements, the granting of control (in the case of Deposit Accounts), the taking of possession of any such Collateral or the recordation of the security interests with the appropriate intellectual property office, in each case subject to exceptions expressly permitted under the Loan Documents, will perfect the security interests granted pursuant to the Security Documents. As of the Closing Date, Schedule 9.1.6 contains a true, accurate and complete list of each Obligor’s Real Estate assets and indicating which such Real Estate Assets constitute Material Real Estate Assets, and including all leases, subleases or assignments of leases (together with all amendments, modifications, supplements, renewals or extensions of any thereof) affecting Material Real Estate Assets. The Borrower does not have knowledge of any default that has occurred and is continuing under any agreement listed on Schedule 9.1.6 (except where the consequences, direct or indirect, of such default, if any, could not reasonably be expected to have a Material Adverse Effect). 9.1.7 OFAC; Sanctions. Neither Holdings, nor any of its Subsidiaries, nor, to the knowledge of Holdings and its Subsidiaries, any director, officer, employee, agent, affiliate or representative thereof, is an individual or entity that is, or is owned or controlled by any individual or entity that is (i) currently the subject or target of any Sanctions, (ii) included on OFAC’s List of Specially Designated nationals, Her Majesty’s Treasury’s Consolidated List of Financial Sanctions Targets and the Investment Ban List, or any similar list enforced by the Government of Canada or any other relevant sanctions authority or (iii) located, organized or resident in a Designated Jurisdiction. 9.1.8 Financial Statements. The consolidated and, if applicable, combined balance sheets, and related statements of income, cash flow and shareholder’s equity, of Obligors and Restricted Subsidiaries that have been and are hereafter delivered to Administrative Agent and Lenders, pursuant to Section 10.1.2 or otherwise, are, in the case of audited financial statements, prepared in accordance with GAAP, and, in any case, fairly present the financial positions and results of operations of, in the case of audited financial statements, the Obligors, Restricted Subsidiaries and certain Affiliates, and in the case of interim financial statements, the Company and U.S. Guarantor Subsidiaries, as the case may be, in each case at the dates and for the periods indicated, subject, in the case of interim statements, to normal year-end adjustments and the absence of footnotes. All projections and other pro forma financial information delivered from time to time to Administrative Agent and Lenders have been prepared in good faith, based on reasonable assumptions in light of the circumstances at such time. Since the Petition Date there has been no change in the condition, financial or otherwise, of any Obligor or Subsidiary, and no event shall have occurred or circumstance exist, that could reasonably be expected to have a Material Adverse Effect. As of the Closing Date and except for obligations set forth on Schedule 9.1.8 or as otherwise disclosed to the Administrative Agent, neither the Obligors nor any of their respective Subsidiaries have any contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that is not reflected in financial statements referred to in this Section 9.1.8 or the notes thereto and which in any such case is material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of the Obligors and their Subsidiaries taken as a whole.

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9.1.9 Surety Obligations. No Obligor or Restricted Subsidiary is obligated as surety or indemnitor under any bond or other contract that assures payment or performance of any obligation of any Person, except as permitted hereunder. 9.1.10 Taxes. The Obligors and their respective Restricted Subsidiaries have filed all material United States Federal and state, Canadian federal and provincial, and other material tax returns and reports required to be filed, and have paid all material federal, state, provincial, local, foreign and other Taxes (whether or not shown on a tax return), including in their capacity as a withholding agent, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except those which are being Properly Contested or as set forth on Schedule 9.1.10. No taxing authority has given written notice to any Obligor of any proposed tax assessment against the Obligors or any of their respective Subsidiaries that would, if made, have a Material Adverse Effect. Neither any Obligor nor any Restricted Subsidiary thereof is party to any tax sharing agreement. The provision for Taxes on the books of each Obligor and Restricted Subsidiary is adequate for its current Fiscal Year. With respect to the immediately preceding six taxable years or, if shorter, the period during which such entity was in existence, the Company, Holdings and Global Holdings have been an S corporation, a partnership and/or an entity treated as a disregarded entity for U.S. federal income tax purposes. No request by the Canada Revenue Agency for payment pursuant to Section 224(1.1) or any successor section of the ITA or any comparable provision of any other taxing statute shall have been received by any Person in respect of the Canadian Debtor. 9.1.11 Brokers. There are no brokerage commissions, finderâ&#x20AC;&#x2122;s fees or investment banking fees payable in connection with any transactions contemplated by the Loan Documents. 9.1.12 Intellectual Property. Each Obligor and Restricted Subsidiary owns or has the lawful right to use all Intellectual Property necessary for the conduct of its business, without conflict with any rights of others that could reasonably be expected to result in a Material Adverse Effect. There is no pending or, to any Obligorâ&#x20AC;&#x2122;s knowledge, threatened material Intellectual Property Claim with respect to any Obligor, any Restricted Subsidiary or any of their Property (including any Intellectual Property) that could reasonably be expected to result in a Material Adverse Effect. All Intellectual Property registered with the U.S. Patent and Trademark Office and the Canadian Intellectual Property Office which is owned by any Obligor on the Closing Date is shown on Schedule 9.1.12. 9.1.13 Governmental Approvals; Other Consents. Each Obligor and Restricted Subsidiary has, is in compliance with, and is in good standing with respect to, all Governmental Approvals necessary to conduct its business and to own, lease and operate its Properties, except to the extent compliance with such Governmental Approvals could not reasonably be expected to result in a Material Adverse Effect. All necessary material import, export or other licenses, permits or certificates for the import or handling of any goods or other Collateral have been procured and are in effect, and Obligors and Restricted Subsidiaries have complied with all foreign and domestic laws with respect to the shipment and importation of any goods or Collateral, except where noncompliance could not reasonably be expected to have a Material Adverse Effect. Except for the entry of, or pursuant to the terms of, the Interim Order 119 DB1/ 90693583.6

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or Final Order, as applicable, no approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with (a) the execution, delivery or performance by, or enforcement against, any Obligor of this Loan Agreement or any other Loan Document, or for the consummation of the transactions contemplated hereby, (b) the grant by any Obligor of the Liens granted by it pursuant to the Security Documents, (c) the perfection or maintenance of the Liens created under the Security Documents, other than UCC and PPSA filings that will be made on or prior to the Closing Date or on such future date as may be necessary to maintain such perfection, or (d) except for such matters as are required in connection with the exercise of default remedies in respect of securities, the exercise by Administrative Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Security Documents. 9.1.14 Compliance with Laws. Each Obligor and Subsidiary has duly complied, and its Properties and business operations are in compliance with all Applicable Law, except where noncompliance could not reasonably be expected to have a Material Adverse Effect. There have been no citations, notices or orders of noncompliance issued to any Obligor or Subsidiary under any Applicable Law, the receipt of which could reasonably be expected to have a Material Adverse Effect. 9.1.15 Compliance with Environmental Laws. Except as disclosed on Schedule 9.1.15 and except to the extent any of the following could not reasonably be expected to result in a Material Adverse Effect, no Obligor’s or Restricted Subsidiary’s past or present operations, Real Estate or other Properties are subject to any federal, state, provincial or local investigation to determine whether any remedial action is needed to address any environmental pollution, hazardous material or environmental clean-up. No Obligor or Restricted Subsidiary has received any Environmental Notice the receipt of which could reasonably be expected to result in a Material Adverse Effect. No Obligor or Restricted Subsidiary has any material liability with respect to any Environmental Release, environmental pollution or hazardous material on any Real Estate now or previously owned, leased or operated by it in any case that could reasonably be expected to result in a Material Adverse Effect. 9.1.16 Term Debt Documents. No Term Debt Document prohibits the execution or delivery of any Loan Documents by an Obligor nor the performance by an Obligor of any obligations hereunder or thereunder. 9.1.17 Litigation. Except as shown on Schedule 9.1.17 and the Insolvency Cases, there are no proceedings or investigations pending or, to any Obligor’s knowledge, threatened against any Obligor or Restricted Subsidiary, or any of their businesses, operations, Properties, prospects or conditions, that (a) relate to any Loan Documents or transactions contemplated thereby; or (b) could reasonably be expected to have a Material Adverse Effect. No Obligor or Restricted Subsidiary is in default with respect to any order, injunction or judgment of any Governmental Authority that could reasonably be expected to have a Material Adverse Effect. 9.1.18 Insurance; No Casualty. The properties of the Obligor and Restricted Subsidiaries are insured with financially sound and reputable insurance companies not Affiliates 120 DB1/ 90693583.6

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of the Obligor, in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the Obligor or the applicable Subsidiary operates. Neither the businesses nor the properties of any Obligor or any of its Restricted Subsidiaries are affected by any fire, explosion, accident, strike, lockout or other labor dispute, drought, storm, hail, earthquake, embargo, act of God or of the public enemy or other casualty (whether or not covered by insurance) that, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. 9.1.19

No Defaults. No Default or Event of Default has occurred and is

continuing. 9.1.20 ERISA. (a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other Federal or state laws. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service to the effect that the form of such Plan is qualified under Section 401(a) of the Internal Revenue Code and the trust related thereto has been determined by the Internal Revenue Service to be exempt from federal income tax under Section 501(a) of the Internal Revenue Code, or an application for such a letter is currently being processed by the Internal Revenue Service, or is subject to an opinion letter issued by the Internal Revenue Service to the effect that such Pension Plan complies in form with the requirements of Section 401(a) of the Internal Revenue Code. To the best knowledge of the Borrower, nothing has occurred that would prevent, or cause the loss of such tax-qualified status. (b) There are no pending or, to the best knowledge of the Borrower, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that could reasonably be expected to have a Material Adverse Effect. To the best knowledge of the Borrower, there has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or could reasonably be expected to result in a Material Adverse Effect. (c) (i) No ERISA Event has occurred, and neither the Borrower nor any of their respective ERISA Affiliates are aware of any fact, event or circumstance that could reasonably be expected to constitute or result in an ERISA Event with respect to any Pension Plan; (ii) the Borrower and each of their respective ERISA Affiliates have met all applicable requirements under the Pension Funding Rules in respect of each Pension Plan, and no waiver of the minimum funding standards under the Pension Funding Rules has been applied for or obtained; (iii) as of the most recent valuation date for any Pension Plan, the funding target attainment percentage (as defined in Section 430(d)(2) of the Internal Revenue Code) is 60% or higher and neither the Borrower nor any of their respective ERISA Affiliates know of any facts or circumstances that could reasonably be expected to cause the funding target attainment percentage for any such Pension Plan to drop below 60% as of the most recent valuation date; (iv) neither the Borrower nor any of their respective ERISA Affiliates have incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due that are unpaid; (v) neither the Borrower nor any of their respective ERISA Affiliates have engaged in a transaction that could be subject to Section 4069 or Section 4212(c) of ERISA; and (vi) no Pension Plan has been terminated by the plan administrator thereof nor by 121 DB1/ 90693583.6

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the PBGC, and no event or circumstance has occurred or exists that could reasonably be expected to cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Pension Plan. (ii) Neither the Borrower nor any of its respective ERISA Affiliates maintain or contribute to, or have any unsatisfied obligation to contribute to, or liability under, any active or terminated Pension Plan other than (A) on the Closing Date, those listed on Schedule 9.1.20 hereto and (B) thereafter, Pension Plans not otherwise prohibited by this Agreement. (iii) No Obligor or Restricted Subsidiary has, or is liable under, any Multiemployer Plan or Foreign Plan. 9.1.21 Trade Relations. Except for events leading up to and as a result of the commencement of the Insolvency Cases, there exists no actual or threatened termination, limitation or modification of any business relationship between any Obligor or Restricted Subsidiary and any customer or supplier, or any group of customers or suppliers, individually or in the aggregate the consequence of which could reasonably be expected to result in a Material Adverse Effect. 9.1.22

[Reserved].

9.1.23 Not a Regulated Entity. No Obligor is (a) an “investment company” or a “person directly or indirectly controlled by or acting on behalf of an investment company” within the meaning of the Investment Company Act of 1940; (b) a “holding company”, or a “subsidiary company” of a “holding company”, or an “affiliate” of a “holding company”, as such terms are defined in the Public Utility Holding Company Act of 2005; or (c) subject to regulation under the Federal Power Act, the Interstate Commerce Act, any public utilities code or any other Applicable Law regarding its authority to incur Debt. 9.1.24 Margin Stock. No Obligor or Restricted Subsidiary is engaged, principally or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying any Margin Stock. No Loan proceeds or Letters of Credit will be used by Obligors, whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation U of the FRB) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness originally incurred for such purpose. 9.1.25 Plan Assets. No Obligor is an entity deemed to hold “plan assets” within the meaning of 29 C.F.R. §2510.3-101, as modified by Section 3(42) of ERISA, of any “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to Title I of ERISA or any “plan” (within the meaning of Section 4975 of the Internal Revenue Code) that is subject to Section 4975 of the Internal Revenue Code, and, assuming the accuracy of the representations set forth in Section 13.5, neither the execution of this Agreement nor the funding of any Loans gives rise to a non-exempt prohibited transaction within the meaning of Section 406 of ERISA or Section 4975 of the Internal Revenue Code. 122 DB1/ 90693583.6

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9.1.26 Patriot Act; Anti-Corruption Laws. To the extent applicable, each Obligor is in compliance, in all material respects, with the (i) Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto, and (ii) the Patriot Act or the AML Legislation. No part of the proceeds of the Loans or Letters of Credit will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended or similar foreign Applicable Laws. Holdings and its Subsidiaries have conducted their businesses in compliance with the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, the Corruption of Foreign Public Officials Act (Canada) and other similar anti-corruption legislation in other jurisdictions and have instituted and maintained policies and procedures designed to promote and achieve compliance with such laws. 9.1.27 Complete Disclosure. No (x) Loan Document or (y) information (except any financial projections and other pro forma financial information) provided by or on behalf of any Obligor and delivered to the Lenders in connection with the syndication of the Commitments, contains, as and when delivered, any untrue statement of a material fact, nor fails to disclose any material fact necessary to make the statements contained therein not materially misleading. 9.1.28 Restricted Junior Payments. Since February 1, 2014, neither the Obligors nor any of their respective Restricted Subsidiaries have directly or indirectly declared, ordered, paid or made, or set apart any sum or property for, any Restricted Junior Payment except as permitted pursuant to Section 10.2.6. 9.1.29 Approved Budget and the Approved Canadian Budget. The Borrower has heretofore furnished to the Administrative Agent the Approved Budget and the Approved Canadian Budget, such Approved Budget and such Approved Canadian Budget were prepared in good faith upon assumptions the Borrower and the Canadian Debtor believed to be reasonable assumptions on the date of delivery of the then-applicable Approved Budget and the Approved Canadian Budget. To the knowledge of the Borrower, no facts exist that (individually or in the aggregate) would result in any material change in the Approved Budget or the Approved Canadian Budget. The Borrower shall thereafter deliver to the Administrative Agent updates to (i) the Approved Budget in accordance with Section 10.1.19 and (ii) the Approved Canadian Budget. 9.1.30 (a)

Reorganization Matters. Chapter 11 Cases.

(i) The Chapter 11 Cases were commenced on the Petition Date in accordance with applicable law and proper notice thereof was given for (i) the motion seeking approval of the Loan Documents and the Interim Order and Final Order, (ii) the hearing for the entry of the Interim Order, and (iii) the hearing for the entry of the Final Order. The U.S. 123 DB1/ 90693583.6

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Debtors shall give, on a timely basis as specified in the Interim Order or the Final Order, as applicable, all notices required to be given to all parties specified in the Interim Order or Final Order, as applicable. (ii) After the entry of the Interim Order, and pursuant to and to the extent permitted in the Interim Order and the Final Order, the Obligations will constitute allowed administrative expense claims in the Chapter 11 Cases having priority over all administrative expense claims and unsecured claims against the Obligors now existing or hereafter arising, of any kind whatsoever, including all administrative expense claims of the kind specified in Sections 105, 326, 330, 331, 503(b), 506(c), 507(a), 507(b), 546(c), 726, 1114 or any other provision of the Bankruptcy Code or otherwise, as provided under Section 364(c)(l) of the Bankruptcy Code, subject to the Wind-Down Carve-Out and the priorities set forth in the Interim Order or Final Order, as applicable. (iii) After the entry of the Interim Order and pursuant to and to the extent provided in the Interim Order and the Final Order, the Obligations will be secured by a valid and perfected first priority Lien on all of the Collateral subject, as to priority, only to the Wind-Down Carve-Out and the Permitted Liens pursuant to Section 10.2.2(o) subject to the terms of such clause (o). (iv) The Interim Order (with respect to the period on and after entry of the Interim Order and prior to entry of the Final Order) or the Final Order (with respect to the period on and after entry of the Final Order), as the case may be, is in full force and effect and has not been reversed, stayed (whether by statutory stay or otherwise), modified or amended without Agentâ&#x20AC;&#x2122;s consent. (v) Notwithstanding the provisions of Section 362 of the Bankruptcy Code, and subject to the applicable provisions of the Interim Order or the Final Order, as the case may be, upon the maturity (whether by acceleration or otherwise) of any of the Obligations, the Administrative Agent and Lenders shall be entitled to immediate payment of such Obligations and to enforce the remedies provided for hereunder or under applicable law, without further notice, motion or application to, hearing before, or order from, the Bankruptcy Court. (b)

BIA Proceeding.

(i) The BIA Proceeding was commenced on the Petition Date in accordance with applicable Canadian law. (ii) After the issuance and entry of the Canadian Order, the Pre-Petition Canadian Obligations will continue to be secured by the Canadian Agentâ&#x20AC;&#x2122;s Liens on the Canadian Collateral granted pursuant to the Canadian Collateral Documents. (iii) After the issuance and entry of the Canadian Order and pursuant to and to the extent provided in the Canadian Order, the Post-Petition Canadian Obligations will be secured by a valid and perfected first priority court-ordered Lien and charge 124 DB1/ 90693583.6

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on all of the Canadian Collateral, except for certain priority charges permitted in the Canadian Order. (iv) The Canadian Order is in full force and effect and has not been reversed or stayed, or modified, supplemented or amended, and shall not be subject to a motion for stay, appeal or leave to appeal, in a manner that affects the Canadian Debtor’s or the Borrower’s financing arrangements without the Administrative Agent’s and Canadian Agent’s consent, in each case, except to the extent agreed in writing by the Administrative Agent and Canadian Agent. (v) The Administrative Agent, Canadian Agent, Lenders and Canadian Lenders (as defined in the Pre-Petition Loan Agreement) shall be treated as unaffected by and in any proposal or plan filed by the Canadian Debtor under the BIA of the Companies’ Creditors Arrangement Act or any stay of proceedings granted in the BIA Proceeding or otherwise. SECTION 10. COVENANTS AND CONTINUING AGREEMENTS 10.1 Affirmative Covenants. For so long as any Commitments or Obligations (other than contingent Obligations which by their terms survive such termination) are outstanding, each Obligor shall, and shall cause each Restricted Subsidiary to: 10.1.1 Inspections; Valuations; Appraisals. (a) Permit the Administrative Agent (or its agents or Related Parties or Advisors) from time to time, subject to reasonable notice and normal business hours (except when a Default or Event of Default exists), to visit and inspect the Properties of any Obligor, conduct field examinations, liquidation valuations, and Inventory appraisals, inspect, audit and make extracts from any Obligor’s books and records, and discuss with its officers, employees, agents, advisors and independent accountants such Obligor’s business, financial condition, assets, prospects and results of operations, including, permitting Administrative Agent and any of its Related Parties to discuss with its officers, senior management, independent accountants, financial advisors, restructuring advisors, sales consultants, investment bankers and other consultants such Obligor’s business, financial condition, assets (including Inventory and Credit Card Receivables), prospects and results of operations. Lenders may participate in any such visit or inspection, at the expense of the Obligors. Neither any Agent nor any Lender shall have any duty to any Obligor to make any inspection, nor to share any results of any inspection, appraisal or report with any Obligor. To the extent any appraisal or other information is shared by an Agent or a Lender with any Obligor, such Obligor acknowledges that it was prepared by Agents and Lenders for their purposes and Obligors shall not be entitled to rely upon it. (b) Reimburse Administrative Agent for all charges, costs and expenses of such Agent in connection with visits and inspections of the Properties of any Obligor, examinations, valuations, inspections and audits of any Obligor’s books and records, field examinations, appraisals or valuations of Inventory and any other financial or Collateral matters as Administrative Agent deems appropriate, as frequently as required by the Administrative Agent in its discretion (which may include, without limitation, updated inventory appraisals and liquidation valuations on a weekly basis). The Obligors shall pay the Administrative Agent’s 125 DB1/ 90693583.6

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then standard charges for each day that an employee of the Administrative Agent or its Affiliates is engaged in any examination activities, and shall pay the standard charges of such Agentâ&#x20AC;&#x2122;s internal appraisal group, provided that such charges are competitive with the rates of third party examiners for similar work. This Section shall not be construed to limit any Agentâ&#x20AC;&#x2122;s right to conduct examinations and/or obtain appraisals, nor to use third parties for such purposes. 10.1.2 Financial and Other Information. Keep adequate records and books of account with respect to its business activities, in which proper entries are made in accordance with GAAP reflecting all financial transactions; and furnish to Agents and Lenders: (a) within 90 days after the end of each Fiscal Year, the unaudited balance sheets as of the end of such Fiscal Year and the related statements of income and cash flows for such Fiscal Year, on a (i) consolidated basis for the Company and its Subsidiaries and (ii) consolidated basis for the Canadian Debtor and its Subsidiaries, in each case, setting forth in comparative form corresponding figures for the preceding Fiscal Year and accompanied by (x) a Narrative Report (which shall include information regarding discontinued operations) with respect thereto, (y) a Financial Officer Certification of the Company and the Canadian Debtor, as the case may be, pursuant to which the chief financial officer thereof certifies that the relevant financial statements were prepared in accordance with GAAP and fairly present the financial position and results of operations for such quarterly period, subject to normal year-end adjustments and (z) a certificate of the chief financial officer of the Company certifying the amount of Investments made in Non-Guarantor Subsidiaries during such fiscal month and for the period since the Closing Date; (b) within 60 days after the end of each Fiscal Quarter of each Fiscal Year commencing with the Fiscal Quarter most recently ended prior to the Petition Date, unaudited balance sheets as of the end of such fiscal quarter and the related statements of income and cash flows for such fiscal quarter and for the portion of the Fiscal Year then elapsed, on a (i) consolidated basis for the Company and its Subsidiaries and (ii) consolidated basis for the Canadian Debtor and its Subsidiaries, in each case, setting forth in comparative form corresponding figures for the preceding Fiscal Year and accompanied by (x) a Narrative Report (which shall include information regarding discontinued operations) with respect thereto, (y) a Financial Officer Certification of the Company and the Canadian Debtor, as the case may be, pursuant to which the chief financial officer thereof certifies that the relevant financial statements were prepared in accordance with GAAP and fairly present the financial position and results of operations for such quarterly period, subject to normal year-end adjustments and (z) a certificate of the chief financial officer of the Company certifying the amount of Investments made in Non-Guarantor Subsidiaries during such fiscal month and for the period since the Closing Date; (c) within 30 days after the end of each fiscal month, unaudited balance sheets as of the end of such fiscal month and the related statements of income and cash flows (and, if otherwise produced by the Company, the consolidated and combined statement of stockholdersâ&#x20AC;&#x2122; equity) (including information regarding discontinued operations) for such fiscal month and for the portion of the Fiscal Year then elapsed, (i) on a consolidated basis for the Company and its Subsidiaries and (ii) on a consolidated basis for the Canadian Debtor and its Subsidiaries, in each case, setting forth in comparative form corresponding figures for the preceding Fiscal Year and 126 DB1/ 90693583.6

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accompanied by a Narrative Report with respect thereto, and a Financial Officer Certification of the Company and the Canadian Debtor, as the case may be, pursuant to which the chief financial officer thereof certifies that the relevant financial statements were prepared in accordance with GAAP and fairly present the financial position and results of operations for such month and period, subject to normal year-end adjustments; (d)

[Reserved];

(e)

[Reserved];

(f)

[Reserved];

(g)

[Reserved];

(h) concurrently with delivery of financial statements under clause (a), (b) or (c) above, a report setting forth a listing of new stores, offices or places of business since the delivery of the last such report and the information required to be delivered under Section 8.4 (but only to the extent there are such new stores, offices or places of business since the last such report); (i)

[Reserved];

(j) promptly after the sending or filing thereof, copies of any proxy statements, financial statements or reports that any Obligor has made generally available to its shareholders; copies of any regular, periodic and special reports or registration statements or prospectuses that any Obligor files with the Securities and Exchange Commission or any other Governmental Authority, or any securities exchange; and copies of any press releases or other statements made available by an Obligor to the public concerning material changes to or developments in the business of such Obligor, if an to the extent such information is not available on the SEC’s or the Company’s website (at www.bcbg.com); (k)

[Reserved];

(l) promptly after the sending or filing thereof, copies of any annual report to be filed in connection with each Plan or Foreign Plan; (m) promptly upon request therefor, all information pertaining to the Obligors and their Subsidiaries reasonably requested by any Lender in order for such Lender to comply with the provisions of the Patriot Act and the AML Legislation; and (n) such other reports and information (financial or otherwise) as any CoCollateral Agent may request from time to time in connection with any Collateral or any Obligor’s or Subsidiary’s financial condition or business. Documents required to be delivered pursuant to Section 10.1.2(a) or Section 10.1.2(b) (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange Commission) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides 127 DB1/ 90693583.6

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a link thereto on Borrower’s website on the Internet at the website address indicated in writing to the Administrative Agent and Lenders by the Borrower Agent; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and Administrative Agent have access (whether a commercial, third-party website or whether sponsored by any Agent); provided that: (i) the Borrower shall deliver paper copies of such documents to Administrative Agent or any Lender that requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by Administrative Agent or such Lender and (ii) the Borrower shall notify Administrative Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents and provide to Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Except for such Compliance Certificates, Administrative Agent shall not have any obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Obligors hereby acknowledge that (a) the Administrative Agent and/or MLPFS may, but shall not be obligated to, make available to the Lenders and the Issuing Bank materials and/or information provided by or on behalf of the Obligors hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks, Syndtrak, ClearPar or a similar electronic transmission system (the “Platform”) and (b) certain of the Lenders may be “publicside” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Obligors or their securities) (each, a “Public Lender”). The Obligors hereby agree that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Obligors shall be deemed to have authorized the Administrative Agent, the Joint Lead Arrangers, the Issuing Bank and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Obligors or their securities for purposes of Securities Laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 14.11); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) Administrative Agent and Joint Lead Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor.” 10.1.3 Notices. Notify Administrative Agent and Lenders in writing, promptly after any Senior Officer of any Obligor obtains knowledge thereof, of any of the following that affects an Obligor: (a) the threat or commencement of any proceeding or investigation, whether or not covered by insurance, reasonably likely to result in a Material Adverse Effect; (b) the existence of any Default or Event of Default; (c) the occurrence of a Reportable Event; (d) any judgment in an amount exceeding $500,000; (e) any violation or asserted violation of any Applicable Law (including ERISA, OSHA, FLSA, or any Environmental Laws), if an adverse resolution is reasonably likely to result therefrom that is reasonably likely to result in a Material Adverse Effect; (f) any material Environmental Release by an Obligor or on any Property owned, leased or occupied by an Obligor; or receipt of any 128 DB1/ 90693583.6

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Environmental Notice; (g) any circumstance or occurrence reasonably likely to result in a Material Adverse Effect; (h) the occurrence of a Qualifying IPO or any issuance of equity interests in any of the Obligors; (j) the discharge of or any withdrawal or resignation by Obligors’ independent accountants; (k) any incurrence of Debt in excess of $1,000,000 or dispositions of Property (other than in the Ordinary Course of Business) with a fair market value in excess of $1,000,000, in each case, by any Obligor; (l) [reserved]; (m) any material change in any Obligor’s accounting or financial reporting practices with respect to Revolving Credit Primary Collateral or any Canadian Collateral; (n) any damage to, or destruction of, all or any material portion of the Revolving Credit Primary Collateral or Canadian Collateral; (o) any time the Tranche A Borrowing Base or the Tranche A-1 Borrowing Base is less than 90% of the Tranche A Borrowing Base reflected in the most recent Borrowing Base Certificate delivered by the Borrower pursuant to Section 8.1 because of misreported or incorrect information being included in such Borrowing Base Certificate; (p) the existence of a Tranche A Overadvance as a result of a decrease in the Tranche A Borrowing Base or the Tranche A-1 Borrowing Base as applicable, since the most recent Borrowing Base Certificate delivered by the Borrower pursuant to Section 8.1 because of misreported or incorrect information being included in such Borrowing Base Certificate, in which case such notice shall also include the amount of such overadvance; (q) (i) as soon as practicable in advance of filing with the Bankruptcy Court or delivering to the Committee appointed in a Chapter 11 Case, if any, or to the U.S. Trustee, as the case may be, the Final Order, all other material proposed orders and pleadings related to (x) the Chapter 11 Cases (all of which must be in form and substance satisfactory to the Administrative Agent), (y) the Pre-Petition Loan Agreement and this Agreement and the credit facilities contemplated thereby, the Guggenheim DIP Credit Facility and/or any sale contemplated in accordance the Required Milestones and any Plan of Reorganization and/or any disclosure statement related thereto (all of which must be in form and substance satisfactory to the Administrative Agent), and (ii) substantially simultaneously with the filing with the Bankruptcy Court or delivering to the Committee appointed in any Chapter 11 Case, if any, or to the U.S. Trustee, as the case may be, monthly operating reports and all other notices, filings, motions, pleadings or other information concerning the financial condition of the Obligor or its Subsidiaries or the Chapter 11 Cases that may be filed with the Bankruptcy Court or delivered to the Committee appointed in any Chapter 11 Case, if any, or to the U.S. Trustee; (r) any change in any Obligor’s corporate name, identity, corporate structure, location of registered office or chief executive office or Federal Taxpayer Identification Number, (s) any notices, materials or other information provided outside the Ordinary Course of Business to the agents and/or lenders under the Term Debt Documents, (t) notices of any material withholding or claim made by a partner shop under any Partner Shop Agreement; (u) notices of any amendments, modifications or renewals of any Partner Shop Agreement, together with copies of any documentation relating thereto, (v) Liens for Taxes; (w) the creation of any new Subsidiary (x) notices required by Section 8.5.5, (y) any material information, documents or pleadings relating to the so-called “Carlton litigation” or (z) to the extent that the Administrative Agent (in its sole discretion) requires an audit in connection with the consummation of any Reorganization Plan or sale of any assets, within a time frame to be agreed, a consolidated and consolidating by segment balance sheet and related statements of operations, cash flows and owners’ equity showing the financial position of the Obligors and their Subsidiaries and the consolidated and consolidating by segment results of its operations and setting forth in comparative form the corresponding figures for the prior period, which consolidated and consolidating by segment balance sheet and related statements of operations, 129 DB1/ 90693583.6

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cash flows and owners’ equity shall be audited by independent public accountants of recognized national standing and accompanied by an opinion of such accountants to the effect that such consolidated and consolidating by segment financial statements fairly present, in all material respects, the financial position and results of operations of the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP. The Obligors hereby agree not to effect or permit any change referred to in clause (r) above unless all filings have been made under the UCC or otherwise that are required in order for Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral as contemplated in the Security Documents. 10.1.4 Landlord and Storage Agreements. Upon request, provide Administrative Agent with copies of all existing agreements, and promptly after execution thereof provide Administrative Agent upon request with copies of all future agreements, between an Obligor and any landlord, warehouseman, processor, shipper, bailee or other Person that owns any premises at which any Collateral having an aggregate value of more than $1,000,000 may be kept or that otherwise may possess or handle any Collateral. 10.1.5 Compliance with Laws; Organic Documents. Comply (a) with all Applicable Laws, including ERISA, Environmental Laws, FLSA, OSHA, Anti-Terrorism Laws, and laws regarding collection and payment of Taxes, and maintain all Governmental Approvals necessary to the ownership of its Properties or conduct of its business, unless failure to comply or maintain could not reasonably be expected to have a Material Adverse Effect, and (b) with all Organic Documents unless failure to comply therewith could not (x) be reasonably expected to have a Material Adverse Effect and (y) be reasonably expected to have a materially adverse effect on any Agent or any Lender. Without limiting the generality of the foregoing, if any material Environmental Release occurs at or on any Properties of any Obligor or Restricted Subsidiary for which the Obligor or Restricted Subsidiary is legally responsible, it shall act promptly and diligently to investigate and report to Administrative Agent and all appropriate Governmental Authorities the extent of, and to make appropriate remedial action to eliminate, such Environmental Release, whether or not directed to do so by any Governmental Authority, to the extent required under Environmental Laws. 10.1.6 Taxes. Pay, remit and discharge all material Taxes prior to the date on which they become delinquent or penalties attach, unless such Taxes are being Properly Contested, except for any taxes subject Liens set forth on Schedule 9.1.10. 10.1.7 Insurance. In addition to the insurance required hereunder with respect to Collateral, maintain insurance with insurers (rated A or better by Best Rating Guide) reasonably satisfactory to Administrative Agent, with respect to the Properties, business and business interruption of Obligors and Restricted Subsidiaries of such type (including product liability, workers’ compensation, larceny, embezzlement, or other criminal misappropriation insurance), in each case, in such amounts, and with such coverages and deductibles as are customary for companies similarly situated. All such insurance shall (i) provide for not less than 30 days’ prior notice to the Administrative Agent of termination, lapse or cancellation of such insurance, (ii) name the Administrative Agent as mortgagee (in the case of property insurance) or additional insured on behalf of the Secured Parties (in the case of liability insurance) or loss payee (in the case of property insurance), as applicable, (iii) if reasonably requested by the 130 DB1/ 90693583.6

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Administrative Agent, include a breach of warranty clause and (iv) be reasonably satisfactory in all other respects to the Administrative Agent. If any portion of any real property of the Obligors that is subject to a Mortgage is at any time located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a Special Flood Hazard Area with respect to which flood insurance has been made available under the National Flood Insurance Act of 1968 (as now or hereafter in effect or successor act thereto), then the Borrower shall, or shall cause each other Obligor to (i) maintain, or cause to be maintained, with a financially sound and reputable insurer, federal flood insurance (or, if not available, flood insurance) in an amount and otherwise sufficient to comply with all applicable rules and regulations promulgated pursuant to the Flood Insurance Laws and (ii) deliver to the Administrative Agent evidence of such compliance in form and substance reasonably acceptable to the Administrative Agent. 10.1.8 Licenses. Keep each License affecting any Collateral (including the manufacture, distribution or disposition of Inventory) or any other material Property of Obligors and Restricted Subsidiaries in full force and effect, if the failure to maintain such License is reasonably likely to result in a Material Adverse Effect. 10.1.9

Subsidiaries.

(a) Promptly notify Administrative Agent upon any Person becoming a Subsidiary (which notice shall state whether and why the Subsidiary is an Excluded Subsidiary), and cause each Subsidiary that is not an Excluded Subsidiary to guaranty the Obligations, in a manner reasonably satisfactory to Administrative Agent, and to execute and deliver such documents, instruments and agreements and to take such other actions as Administrative Agent shall require to evidence and perfect a First Priority Lien (subject to the Intercreditor Agreement) in favor of Administrative Agent (for the benefit of Secured Parties) on all assets and Capital Stock of such Person, including delivery of such legal opinions and such other information, in form and substance reasonably satisfactory to Administrative Agent, as it shall deem appropriate; provided that (w) no more than 66% of the total combined voting power of all classes of stock entitled to vote in or of any Foreign Subsidiary shall be pledged or similarly hypothecated to guarantee or support any Obligation of the Company, (x) no Foreign Subsidiary shall guarantee or support any Obligation of the Company, and (y) no security or similar interest shall be granted in the assets of any Foreign Subsidiary which security or similar interest guarantees or supports any Obligation of the Company, to the extent that it would result in material adverse tax consequences. (b) Notwithstanding anything to the contrary contained in any Loan Documents (including this Section 10.1.9), (i) the Obligors shall, at all times, provide the Administrative Agent with a pledge of 66% (and not more than 66%) of the voting equity interests and 100% of the non-voting equity interests of (A) the Canadian Debtor (either directly, or indirectly through a pledge of the Capital Stock of a parent company of the Canadian Debtor which, for the avoidance of doubt, shall include a pledge in the equity interests in International Holdings) and (B) any first tier Foreign Subsidiary of the Obligors (to the extent such Obligors are U.S. Persons) and (ii) no Obligor shall cause a Foreign Subsidiary to provide a guarantee of any obligation of the Company, or grant any security interests, mortgages or deeds of trust in the assets of any Foreign Subsidiary in support of any Obligation of the Company. 131 DB1/ 90693583.6

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10.1.10 Payment of Obligations. Pay and discharge as the same shall become due and payable all its material obligations and liabilities, including (a) all material lawful claims which, if unpaid, would by law become a Lien upon its property, except to the extent Properly Contested; and (b) all Debt, as and when due and payable, but subject to any subordination provisions contained in any instrument or agreement evidencing such Debt to the extent the failure to pay any such Debt would result in an Event of Default. 10.1.11 Preservation of Existence. Preserve, renew and maintain in full force and effect its legal existence and good standing under the laws of the jurisdiction of its organization except in a transaction permitted by Section 10.2.12 or Section 10.2.13. 10.1.12 Maintenance of Properties. Maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in working order and condition, ordinary wear and tear excepted and make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be expected to have a Material Adverse Effect. 10.1.13 Compliance with Terms of Leaseholds. Make all payments and otherwise perform all obligations in respect of all leases of real property to which any Obligor or any of its Restricted Subsidiaries is a party, keep such leases in full force and effect and not allow such leases to lapse or be terminated or any rights to renew such leases to be forfeited or cancelled, notify Administrative Agent of any default by any party with respect to such leases and cooperate with Administrative Agent in all respects to cure any such default, and cause each of its Restricted Subsidiaries to do so, except, leases with respect to Specified Store Closing Sales. 10.1.14 Use of Proceeds. Use the proceeds of Loans and the issuance of Letters of Credit solely for the purposes set forth in Section 2.1.3. 10.1.15 Lien Waivers. As reasonably requested by the Administrative Agent, in respect of any new locations, after the opening of such new location (or, in each case, such later date as shall be acceptable to the Administrative Agent in its sole discretion) Lien Waivers for each of the Obligorsâ&#x20AC;&#x2122; new locations. 10.1.16

[Reserved].

10.1.17 Anti-Corruption Laws. Conduct its businesses in compliance with the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, the Corruption of Foreign Public Officials Act (Canada) and other similar anti-corruption legislation in other jurisdictions, and maintain policies and procedures designed to promote and achieve compliance with such laws. 10.1.18 Further Assurances. Promptly upon request by Administrative Agent, or any Lender through Administrative Agent, (a) correct any material unintended defect or error that may be discovered in any Loan Document or in the execution, acknowledgment, filing or recordation thereof, and (b) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other 132 DB1/ 90693583.6

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instruments as Administrative Agent, or any Lender through Administrative Agent, may reasonably require from time to time in order to (i) carry out more effectively the purposes of the Loan Documents, (ii) to the fullest extent permitted by Applicable Law, subject any Obligorâ&#x20AC;&#x2122;s or any of its Subsidiariesâ&#x20AC;&#x2122; properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any of the Security Documents, (iii) perfect and maintain the validity, effectiveness and priority of any of the Security Documents and any of the Liens intended to be created thereunder (subject to the limitations on such perfection requirements set forth in the Loan Documents) and (iv) assure, convey, grant, assign, transfer, preserve, protect and confirm more effectively unto the Secured Parties the rights granted or now or hereafter intended to be granted to the Secured Parties under any Loan Document or under any other instrument executed in connection with any Loan Document to which any Obligor or any of its Subsidiaries is or is to be a party, and cause each of its Subsidiaries to do so (in each case, subject to the limitations on such perfection requirements set forth in the Loan Documents). 10.1.19

Approved Budget.

(a) The use of Loans and other extensions of credit by the Obligors under this Loan Agreement and the other Loan Documents shall be limited in accordance with the Approved Budget (subject to variances permitted under Section 10.1.19(b)) and Section 2.1.3. The initial Approved Budget shall depict, on a weekly basis, cash revenues, receipts, expenses and disbursements, net cash flows, inventory receipts and other items set forth therein, for the first twenty-two (22) week period from the Closing Date and such initial Approved Budget shall be approved by, and in form and substance satisfactory to, the Co-Collateral Agents in their discretion (it being acknowledged and agreed that the initial Approved Budget attached hereto as Annex B is approved by and satisfactory to the Co-Collateral Agents). The Approved Budget shall be updated, modified or supplemented no more frequently than monthly by the Borrower, and each such updated, modified or supplemented budget shall be approved in writing by, and shall be in form and substance reasonably satisfactory to, the Co-Collateral Agents in their discretion and no such updated, modified or supplemented budget shall be effective until so approved and once so approved shall be deemed an Approved Budget; provided, however, that in the event the Co-Collateral Agents, on the one hand, and the Obligors, on the other hand, cannot agree as to an updated, modified or supplemented budget, such disagreement shall give rise to an Event of Default once the period covered by the prior Approved Budget has terminated. Each Approved Budget delivered to the Co-Collateral Agents shall be accompanied by such supporting documentation as reasonably requested by the Co-Collateral Agents. Each Approved Budget shall be prepared in good faith based upon assumptions which the Obligors believe to be reasonable. (b) Commencing following the third full calendar week following the Petition Date and for each calendar week thereafter, the Borrowers shall not permit (i) Actual Inventory Receipts for any Cumulative Four Week Period or the Cumulative Period to be less than 90% of Budgeted Inventory Receipts for any such Cumulative Four Week Period or the Cumulative Period, (ii) the Actual Net Cash Flows (without giving effect to borrowings and repayments under this Loan Agreement and the Guggenheim DIP Facility) for any Cumulative Four Week Period or the Cumulative Period to be less than 90% of the Budgeted Net Cash Flows (without giving effect to borrowings and repayments under this Loan Agreement and the Guggenheim DIP Facility) for any Cumulative Four Week Period or the Cumulative Period or (iii) any Actual 133 DB1/ 90693583.6

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Line Item Disbursement Amount (other than amounts under the line item “Contractors / Professional / Legal”) for any Cumulative Four Week Period or the Cumulative Period to exceed 110% of the Budgeted Line Item Disbursement Amount other than amounts under the line item “Contractors / Professional / Legal”) for the applicable line item for any such Cumulative Four Week Period or the Cumulative Period. (c) The Borrower shall deliver to the Administrative Agent on or before 11:59 p.m. Pacific time on Thursday of each week a Compliance Certificate, in the form attached hereto as Exhibit E, and such Compliance Certificate shall include such detail as is reasonably satisfactory to the Co-Collateral Agents, signed by a Responsible Officer of the Borrower certifying that (i) the Obligors are in compliance with the covenants contained in this Section 10.1.19, (ii) no Default or Event of Default has occurred or, if such a Default or Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, and (iii) attaching an Approved Budget Variance Report. (d) Administrative Agent and the Lenders (i) may assume that the Obligors will comply with the Approved Budget, (ii) shall have no duty to monitor such compliance and (iii) shall not be obligated to pay (directly or indirectly from the Collateral) any unpaid expenses incurred or authorized to be incurred pursuant to any Approved Budget. The line items in the Approved Budget for payment of interest, expenses and other amounts to the Administrative Agent and the Lenders are estimates only, and the Obligors remain obligated to pay any and all Obligations in accordance with the terms of the Loan Documents and the applicable Order regardless of whether such amounts exceed such estimates. Nothing in any Approved Budget (including any estimates of a loan balance in excess of borrowing base restrictions) shall constitute an amendment or other modification of any Loan Document or any of the borrowing base restrictions or other lending limits set forth therein. 10.1.20 Required Milestones. The Obligors shall comply with each of the covenants contained on Schedule 10.1.20 upon the terms and at the times provided for therein. 10.1.21 Obligor’s Advisors. The Obligors shall continue to retain (i) the Restructuring Advisor, (ii) the Investment Banker and (iii) the Specified Liquidation Agents (to the extent the applicable liquidation is not complete), and shall retain such additional advisors as may be reasonably requested by the Co-Collateral Agents and on terms and conditions satisfactory to Co-Collateral Agents, including, without limitation, liquidations agents in connection with the Canadian Liquidation. The Obligors and their representatives will fully cooperate with any such advisors and consultants (including the Restructuring Advisor, the Investment Banker and the Specified Liquidation Agents) and grant them full and complete access to the books and records of the Obligors. 10.1.22 Co-Collateral Agent’s Advisors. The Co-Collateral Agents, on behalf of themselves and the Lenders, shall be entitled to retain or to continue to retain (either directly or through counsel) any financial advisor, auditor or any other consultant the Administrative Agent may deem necessary (collectively, the “Agent’s Advisors”) to provide advice, analysis and reporting for the benefit of the Co-Collateral Agents and the Lenders. The Obligors shall pay all fees and expenses of each Agent’s Advisor and all such fees and expenses shall constitute 134 DB1/ 90693583.6

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Obligations and be secured by the Collateral. The Obligors and their advisors (including the Restructuring Advisor, the Investment Banker and the Specified Liquidation Agents) shall grant access to, and cooperate in all respects with, the Co-Collateral Agents, the Lenders, the Agentâ&#x20AC;&#x2122;s Advisors, Agent Professionals and any other representatives of the foregoing and provide all information that such parties may request in a timely manner. 10.1.23 Status of Specified Store Closing Sales; Transaction; Canadian Liquidation. Promptly upon the Administrative Agentâ&#x20AC;&#x2122;s request, each Obligor shall provide the Administrative Agent with copies of any informational packages provided to potential bidders, draft agency agreements, purchase agreement, status reports and updated information relating to the Specified Store Closing Sales, the Canadian Liquidation or any other Transaction and copies of any such bids and any updates, modifications or supplements to such information and materials. 10.2 Negative Covenants. For so long as any Commitments or Obligations (other than contingent Obligations which by their terms survive such termination) are outstanding, each Obligor shall not, and shall cause each Restricted Subsidiary not to: 10.2.1

Permitted Debt. Create, incur, guarantee or suffer to exist any Debt,

except: (a) the Obligations and all Contingent Obligations in support thereof (including the guaranty incurred by the Company and the U.S. Guarantor Subsidiaries pursuant to the Canada Guaranty); (b) To the extent the U.S. Bankruptcy Court has entered an order approving the incurrence of such intercompany Debt, and according administrative claims status to such intercompany Debt, Debt of (i) any U.S. Guarantor Subsidiary to the Company or to any other U.S. Guarantor Subsidiary, (ii) the Company to any U.S. Guarantor Subsidiary, and (iii) any Non-Guarantor Subsidiary to any other Non-Guarantor Subsidiary; provided that (x) all such Debt under this Section 10.2.1(b) shall be evidenced by promissory notes and all such notes held by Obligors shall be subject to a First Priority Lien in favor of the Administrative Agent pursuant to the Security Documents, (y) all such Debt of an Obligor shall be unsecured and subordinated in right of payment to the payment in full of the Obligations pursuant to the terms of the applicable promissory notes or an intercompany subordination agreement that in any such case, is reasonably satisfactory to Administrative Agent, and (z) any payment by any such Guarantor Subsidiary under any guaranty of the Obligations shall result in a pro tanto reduction of the amount of any Debt owed by such Guarantor Subsidiary to such Borrower or to any of its Subsidiaries for whose benefit such payment is made; (c) Debt incurred to finance the payment of insurance premiums of Holdings or any Restricted Subsidiary in the Ordinary Course of Business; (d) Indebtedness to the Prior Lenders and the Prior Agent arising under the Pre-Petition Loan Agreement and the other Pre-Petition Loan Documents, including the Canadian Obligations as modified and continued pursuant to the Canadian Forbearance Agreement; 135 DB1/ 90693583.6

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(e) Debt which may be deemed to exist pursuant to any guaranties, performance, surety, statutory, appeal or similar obligations incurred in the Ordinary Course of Business; (f) Debt in respect of cash management obligations and Debt in respect of netting services, overdraft protections automated clearing-house arrangements, employee credit card programs and similar arrangements in connection with cash management and deposit accounts in the Ordinary Course of Business; (g) guaranties by the Company of Debt or other obligations of Borrower or Guarantor Subsidiary or guaranties by a Subsidiary of the Company of Debt or other obligations of any Borrower or Guarantor Subsidiary with respect to Debt or other obligations otherwise permitted to be incurred pursuant to this Agreement; provided, the guaranty shall be unsecured and/or subordinated to the Obligations; (h)

Debt described in Schedule 10.2.1;

(i) guaranties in the Ordinary Course of Business of the obligations of suppliers, customers, franchisees and licensees of Holdings and its Restricted Subsidiaries; (j) purchase money Debt of Borrowers or their Restricted Subsidiaries and Debt of Borrowers or their Restricted Subsidiaries with respect to Capital Leases in an aggregate amount, not to exceed at any time $500,000; and provided further that any such Debt under this clause (j) shall be secured only by the asset acquired in connection with the incurrence of such Debt, and (ii) shall have a principal amount (exclusive of interest payable in kind which shall have been capitalized and added to the principal amount of such facility) not in excess of the aggregate consideration paid with respect to such asset; (k) (i) Debt under the Pre-Petition Guggenheim Credit Agreement in an aggregate principal amount not to exceed $[_________], plus the amount of any capitalized interest and fees, provided that the Debt under the Pre-Petition Guggenheim Credit Agreement is subject to the Intercreditor Agreement and (ii) Debt under the DIP Guggenheim Credit Agreement in an aggregate principal amount not to exceed $80,000,000, plus the amount of any capitalized interest and fees, provided that the Debt under the DIP Guggenheim Credit Agreement is subject to the Intercreditor Agreement; (l) Debt under the Intercompany Loan in an aggregate principal amount of $500,000 at any one time outstanding; (m) Obligations (contingent or otherwise) of the Obligors or any Restricted Subsidiary existing or arising under any agreement or instrument entered into in connection with Hedging Agreements permitted under Section 10.2.22; (n)

[Reserved];

(o)

[Reserved];

(p)

[Reserved]; 136

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(q)

[Reserved];

(r)

[Reserved]; and

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(s) other unsecured Debt of the Borrowers and/or their Restricted Subsidiaries in an aggregate principal amount not to exceed at any time $500,000, which may constitute Material Debt, subject to the terms hereof and approved by the Bankruptcy Court. Notwithstanding the foregoing, and except for the Wind-Down Carve-Out, no Debt permitted under Section 10.2.1(a) through (s) shall be permitted to have an administrative expense claim status under the Bankruptcy Code senior to or pari passu with the superpriority administrative expense claims of the (i) the Administrative Agent and the Lender and (ii) the Prior Agent and the Prior Lenders, in each case, as set forth herein and in the applicable Order, other than, solely with respect to Collateral that is not Revolving Credit Primary Collateral, (x) Debt under the Pre-Petition Guggenheim Credit Agreement in an aggregate principal amount not to exceed $300,000,000, plus the amount of any capitalized interest and fees, provided that the Debt under the Pre-Petition Guggenheim Credit Agreement is subject to the Intercreditor Agreement and (y) Debt under the DIP Guggenheim Credit Agreement in an aggregate principal amount not to exceed $80,000,000, plus the amount of any capitalized interest and fees, provided that the Debt under the DIP Guggenheim Credit Agreement is subject to the Intercreditor Agreement. 10.2.2 Permitted Liens. Create or suffer to exist any Lien upon any of its Property, except the following (collectively, “Permitted Liens”): (a) Liens granted pursuant to any Loan Document securing any Obligations granted by the Orders or under any Loan Documents; (b) Liens for (i) Taxes that were not yet due on the Petition Date or which are being contested in good faith, (ii) Pre-Petition Taxes to the extent the payment thereof is stayed by reason of the Insolvency Cases, the applicable Order or other Bankruptcy Court orders, (iii) Post-Petition Taxes if obligations with respect to such Taxes are not delinquent or are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted and adequate reserves have been made in accordance with GAAP or (iv) Liens for Taxes set forth on Schedule 9.1.10; (c) Liens of landlords, banks (and rights of setoff), of carriers, shipping companies, warehousemen, mechanics, repairmen, workmen and materialmen, and other Liens imposed by Applicable Law (other than any such Lien imposed pursuant to Section 401(a)(29) or 412(n) of the Internal Revenue Code or by ERISA), in each case incurred in the Ordinary Course of Business (i) for amounts not yet delinquent or (ii) for amounts that are delinquent, amounts that are being contested in good faith by appropriate proceedings, so long as such reserves or other appropriate provisions, if any, as shall be required by GAAP shall have been made for any such contested amounts, or remain payable without penalty; (d) Subject to the Orders, Liens incurred in the Ordinary Course of Business in connection with (x) workers’ compensation, unemployment insurance and other types of 137 DB1/ 90693583.6

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social security, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, trade contracts, performance and return of money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money or other Debt), so long as no foreclosure, sale or similar proceedings have been commenced with respect to any portion of the Collateral on account thereof or (y) any treasury services agreement, netting services, the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds; (e) Liens on certain assets of the Canadian Debtor in favor of the Borrower securing the Intercompany Loan, provided that any such Liens are at all times subordinate and junior to the Liens of the Canadian Agent with respect to the Canadian Obligations; (f) any interest or title of a lessor or sublessor under any lease of real estate permitted hereunder; and Liens that have been placed by a lessor, sublessor or other third party on property over which the Borrower or any Restricted Subsidiary has easement or servitude rights or on any real property leased by any Borrower or any Restricted Subsidiary and subordination or similar agreements relating thereto that do not materially impair the value of the interests of such Borrower or such Restricted Subsidiary, as the case may be, in such property; (g) Liens solely on any cash earnest money deposits made by any Borrower or any of its Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder; (h) purported Liens filed Pre-Petition evidenced by the filing of precautionary UCC or PPSA financing statements relating solely to operating leases entered into in the Ordinary Course of Business; (i) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods; (j) any zoning or similar law or right reserved to or vested in any Governmental Authority to control or regulate the use of any real property; (k) (i) licenses of patents, trademarks and other intellectual property rights granted by the Borrower or any of its Restricted Subsidiaries in the Ordinary Course of Business prior to the Petition Date and (ii) Liens arising under leases and subleases granted to others and, in any case, that do not interfere in any material respect with the ordinary conduct of the business of Holdings or such Restricted Subsidiary; (l)

Liens described in Schedule 10.2.2;

(m) Liens securing Debt permitted pursuant to Section 10.2.1(j); provided that in each case, (x) the Lien does not extend to any additional property and the amount of Debt secured thereby is not increased other than by (A) after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Debt permitted under Section 10.2.1 and (B) proceeds and products thereof and accessions thereto and improvements thereon; 138 DB1/ 90693583.6

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(n) Liens on assets of Foreign Subsidiaries (other than any Debtor) securing Debt permitted by Section 10.2.1; (o) Liens securing Debt permitted pursuant to Section 10.2.1(k); provided that such Liens are subject to, and have the priority set forth in, the Intercreditor Agreement and the Orders in all respects; (p)

Liens securing the Prior Lender Obligations and the Canadian Obligations;

(q) the (i) Adequate Protection Liens, (ii) Adequate Protection Superpriority Claims and (iii) Liens ordered by the Canadian Court in the Canadian Order with the consent of the Canadian Agent; and (r) Liens securing Pre-Petition Debt and other obligations in an aggregate principal amount outstanding not to exceed at any time $250,000; provided that such Liens shall not extend to any Revolving Credit Primary Collateral or Canadian Collateral. Notwithstanding the foregoing, Permitted Liens under this Section 10.2.2 shall at all times be junior and subordinate to the Liens under the Loan Documents and the applicable Order securing the Obligations (other than Permitted Liens pursuant to (i) Section 10.2.2(o) subject to the terms of such clause (o)). The prohibition provided for in this Section 10.2.2 specifically includes any effort by any Debtor, any official committee in any Chapter 11 Case or any other party in interest in the Chapter 11 Cases or similar status in the BIA Proceeding, as applicable, to prime or create pari passu to any claims, Liens or interests of (i) the Agents and the Lenders or (ii) for so long as the Prior Lender Obligations have not been indefeasibly paid in full in cash, the Prior Agent, the Canadian Agent and the Prior Lenders, any Lien, in each case, other than as set forth in the applicable Orders and irrespective of whether such claims, Liens or interests may be â&#x20AC;&#x153;adequately protected.â&#x20AC;? 10.2.3

[Reserved].

10.2.4 No Further Negative Pledges. None of Holdings or any of its Restricted Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of the properties or assets of any such entity, whether now owned or hereafter acquired, to secure the Obligations, except with respect to (a) specific property encumbered to secure payment of particular Debt (including purchase money Debt and any Debt incurred pursuant to a Capital Lease), and property of any Foreign Subsidiary (other than a Debtor) securing Debt or other obligations thereof, (b) restrictions by reason of customary provisions restricting assignments, subletting, Liens or other transfers contained in leases, licenses and similar agreements entered into in the Ordinary Course of Business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be) and (c) restrictions contained in the Guggenheim DIP Credit Agreement and the other Term Debt Documents. 10.2.5

[Reserved].

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10.2.6 Restricted Junior Payments. Through any manner or means or through any other Person, directly or indirectly, declare, order, pay, make or set apart, or agree to declare, order, pay, make or set apart, any sum for any Restricted Junior Payment except that: (a)

[Reserved];

(b)

[Reserved];

(c)

[Reserved];

(d) to the extent constituting Restricted Junior Payments, transactions expressly permitted by Section 10.2.9, Section 10.2.12, or any transactions with affiliates permitted under Section 10.2.15 (in each case, other than by reference to this Section 10.2.6); (e) Holdings and its Restricted Subsidiaries may make Restricted Junior Payments to an Obligor or to another Restricted Subsidiary of Holdings; provided that no such Restricted Junior Payment shall be made by any Obligor to any Subsidiary that is not an Obligor; (f) The Company or International Holdings may make Restricted Junior Payments to Holdings in connection with, and in amounts sufficient to fund, any Restricted Junior Payment by Holdings explicitly permitted under this Section 10.2.6 and the Approved Budget; and (g) Holdings may make repurchases of its Capital Stock deemed to occur upon the cashless exercise of stock options and warrants held by directors, officers or employees; 10.2.7 Restrictions on Subsidiary Distributions. Except as provided herein, in the Guggenheim DIP Credit Agreement or the Pre-Petition Loan Documents or the PrePetition Guggenheim Credit Facility, the Borrower shall not, and shall not permit any Restricted Subsidiary of Holdings to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary of Holdings to (a) pay dividends or make any other distributions on any of such Subsidiaryâ&#x20AC;&#x2122;s Capital Stock owned by Borrower or any other Restricted Subsidiary of Holdings, (b) repay or prepay any Debt owed by such Subsidiary to Borrower or any other Restricted Subsidiary of Holdings, (c) make loans or advances to the Borrower or any other Restricted Subsidiary of Holdings, or (d) transfer any of its property or assets to the Borrower or any other Restricted Subsidiary of Holdings other than restrictions (i) in agreements evidencing Debt permitted by Sections 10.2.1(j), that impose restrictions on the property so acquired, (ii) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture agreements and similar agreements entered into in the Ordinary Course of Business, (iii) that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Capital Stock not otherwise prohibited under this Loan Agreement and in accordance with the Approved Budget, (iv) arising under Applicable Law, (v) customary provisions in agreements evidencing Debt permitted by Sections 10.2.1(h) relating solely to the obligors thereunder, (vi) customary provisions in partnership, joint venture and other similar agreements relating solely to the securities, assets and revenues of such partnership, joint venture or similar arrangement, and (vii) customary provisions in 140 DB1/ 90693583.6

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disposition agreements and other similar agreements relating solely to the assets contracted to be sold. 10.2.8 Canadian Pension Plans. Without the prior written consent of the Administrative Agent and the Co-Collateral Agents, none of the Obligors or the Canadian Debtor shall establish or otherwise incur any obligation or liabilities under or in connection with any Canadian Pension Plan. 10.2.9 Investments. Directly or indirectly, make or have outstanding, or permit to be made or be outstanding, any Investment in any Person, except: (a)

Investments in cash and Cash Equivalents;

(b) Investments (i) by Holdings or any Restricted Subsidiary of the Company made after the Closing Date in any wholly-owned U.S. Guarantor Subsidiaries of the Company, (ii) by any Non-Guarantor Subsidiary in any Restricted Subsidiary of Holdings, or (iii) by Holdings in the Company; (c) Investments consisting of workers compensation, utility, lease and similar deposits made in the Ordinary Course of Business; (d)

intercompany loans to the extent permitted under Sections 10.2.1.(b)(i)

(e) Approved Budget;

Investments constituting capital expenditures in accordance with the

through (iii);

(f) Investments under the Intercompany Loan to the extent the Debt thereunder is permitted under Section 10.2.1; (g)

[Reserved];

(h)

[Reserved];

(i)

[Reserved];

(j)

[Reserved];

(k) Investments arising in connection with Hedging Agreements permitted under Section 10.2.22; (l)

[Reserved];

(m)

[Reserved]; and

(n)

Investments existing on the Closing Date and set forth on Schedule 10.2.9.

10.2.10

[Reserved]. 141

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[Reserved]

10.2.12 Fundamental Changes, Disposition of Assets, and Acquisitions. Enter into any transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease or sub-lease (as lessor or sublessor), exchange, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, or acquire all or substantially all of the assets of, or stock or other evidence of beneficial ownership of, any Person or any division or line of business or other business unit of any Person, except: (a) any Restricted Subsidiary of the Company may be merged with or into the Company or any U.S. Guarantor Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to the Company or any U.S. Guarantor Subsidiary; provided that, in the case of such a merger or amalgamation with or into the Borrower or a Guarantor Subsidiary, the Borrower or Guarantor Subsidiary shall be the continuing or surviving Person; (b) so long as no Default or Event of Default exists or would result therefrom, any Non-Guarantor Subsidiary (other than the Canadian Debtor or any of its Restricted Subsidiaries) may be merged or amalgamated with or into (x) the Company or any Restricted Subsidiary or (y) any other Non-Guarantor Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its Capital Stock, business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to the Company or any Restricted Subsidiary; provided that, in the case of such a merger or amalgamation with or into the Company or a Guarantor, the Company or such Guarantor shall be the continuing or surviving Person; (c) so long as no Default or Event of Default exists or would result therefrom, Holdings, or any other Restricted Subsidiary of Holdings (other than the Canadian Debtor or any of its Restricted Subsidiaries) may be merged into the Company or any U.S. Guarantor Subsidiary or all or any part of its Capital Stock, business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to the Company or any U.S. Guarantor Subsidiary, provided that, in the case of such a merger with the Company, the Company shall be the continuing or surviving Person and in the case of a merger of with a U.S. Guarantor Subsidiary, such U.S. Guarantor Subsidiary shall be the continuing or surviving Person; (d) (i) inventory (or other assets) sold or leased in the Ordinary Course of Business, (ii) the non-exclusive licensing of patents, trademarks and other intellectual property rights granted by any of Holdings or any Restricted Subsidiary in the Ordinary Course of Business and not interfering in any respect with the ordinary conduct of the business of Holdings or such Restricted Subsidiary, (iii) dispositions of surplus, obsolete or worn out equipment, whether now owned or hereafter acquired, in the Ordinary Course of Business, and (iv) dispositions of property (including Capital Stock) by any Subsidiary (other than the Canadian Debtor) to any Obligor; 142 DB1/ 90693583.6

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(e)

[Reserved];

(f)

[Reserved];

(g)

[Reserved];

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(h) Sales, dispositions and other transfers of assets that are not Revolving Credit Primary Collateral in an aggregate amount not to exceed $1,000,000; or (i)

Investments made in accordance with Section 10.2.9.

10.2.13 Disposal of Subsidiary Interests. Except for any sale or other disposition of its interests in the Capital Stock of any of its Restricted Subsidiaries in compliance with the provisions of Section 10.2.12, directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any Capital Stock of any of its Restricted Subsidiaries, or permit any of its Restricted Subsidiaries to do the same, except (i) to qualify directors if required by Applicable Law, (ii) in connection with the Lien in favor of any Agent for the benefit of Secured Parties granted pursuant to the Loan Documents, and (iii) in connection with any Lien permitted by Section 10.2.2. 10.2.14 Sanctions. Directly or indirectly, use the proceeds of any Loans or other credit extension, or lend, contribute or otherwise make available such proceeds to any Subsidiary or Affiliate, joint venture partner or other individual or entity, to fund any activities of or business with any individual or entity, or in any Designated Jurisdiction, that, at the time of such funding, is the subject of Sanctions, or in any other manner that will result in a violation by any individual or entity (including any individual or entity participating in the transaction, whether as a Lender, a Joint Lead Arranger, an Agent, an Issuing Bank, or otherwise) of Sanctions. 10.2.15 Transactions with Shareholders and Affiliates. Directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 5% or more of any class of Capital Stock of the Borrower or any of its Subsidiaries or with any Affiliate of the Borrower or of any such holder, on terms that are less favorable to the Borrower or that Subsidiary, as the case may be, than those that might reasonably be obtained at the time from a Person who is not such a holder or Affiliate; provided that the foregoing restriction shall not apply to (a) any transaction among Obligors; (b) reasonable and customary fees paid to (including customary indemnities in respect of) members of the board of directors (or similar governing body) of any Borrower and its Restricted Subsidiaries; (c) [Reserved]; (d) payments required under this Agreement or any Adequate Protection Payments; (e) the performance of obligations under any employment contract, collective bargaining agreement, employee benefit plan or similar arrangement approved by the board of directors (or similar governing body) of the Borrower or such Restricted Subsidiary; and (f) the payment of Restricted Junior Payments to the extent permitted by Section 10.2.6 and the making of Investments to the extent permitted by Section 10.2.9.

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10.2.16 Conduct of Business. From and after the Closing Date, neither Borrowers nor any Restricted Subsidiary shall, nor shall they permit any of their respective Subsidiaries to, engage in any business other than the businesses engaged in by Holdings and its Subsidiaries on the Closing Date and businesses incidental or related thereto. 10.2.17

Permitted Activities of Holdings and International Holdings.

(a) Holdings shall not (i) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired by it other than the Liens created under the Security Documents to which it is a party or permitted pursuant to Section 10.2.2; (ii) sell all or substantially all of its assets; or (iii) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons. (b) International Holdings shall not (i) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired by it other than the Liens created under the Security Documents to which it is a party or permitted pursuant to Section 10.2.2; (ii) sell all or substantially all of its assets; or (iii) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons. 10.2.18 Amendments or Waivers of Term Debt Documents, Organic Documents, Contribution Agreement and Exchange Agreement. (a) Agree to any amendment, restatement, supplement or other modification to, or waiver of, any of its rights under the Term Debt Documents, without obtaining the prior written consent of Required Lenders to such amendment, restatement, supplement or other modification or waiver; (b) agree to any amendment, restatement, supplement or other modification to, or waiver of, any of its rights under any of the Contribution Agreement, the Exchange Agreement or any agreements or documents entered into in connection with, without obtaining the prior written consent of Required Lenders to such amendment, restatement, supplement or other modification or waiver; or (c) amend, modify or change any of its Organic Documents (including by the filing or modification of any certificate of designation). Each Obligor shall deliver to the Administrative Agent complete and correct copies of any proposed amendment, restatement, supplement or other modification to or waiver of the Term Debt Documents, Organic Documents, Contribution Agreement or the Exchange Agreement. 10.2.19 Amendments or Waivers of the Services Agreement. No Obligor shall, and no Obligor shall permit any of its Subsidiaries to, agree to any amendment, restatement, supplement or other modification to, or waiver of any of its material rights under, the Services Agreement. 10.2.20 Accounting Changes; Fiscal Year; Tax Consolidation. (a) Make or permit any material change, any change which would have a material impact on the results of operations or financial condition or financial statements or make any change which would be determinative as to whether or not the Holdings and Restricted Subsidiaries would be in compliance with any of the covenants set forth in Section 10.2 hereof, in accounting policies or reporting practices, without the consent of Administrative Agent, which consent shall not be unreasonably withheld, except changes that are required by or permitted under GAAP or (b) 144 DB1/ 90693583.6

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change its Fiscal Quarter or change its Fiscal Year without the written consent of the Administrative Agent. 10.2.21 Margin Regulations. Use all or any portion of the proceeds of any credit extended hereunder to purchase or carry margin stock (within the meaning of Regulation U of the Federal Reserve Board) in contravention of Regulation U of the Federal Reserve Board. 10.2.22 Hedging Agreements. Enter into any Hedging Agreement, except to hedge risks arising in the Ordinary Course of Business and not for speculative purposes. 10.2.23 No Speculative Transactions. Engage in any transaction involving commodity options, futures contracts or similar transactions, except Hedging Agreements permitted under Section 10.2.22 and transactions entered into solely to hedge against fluctuations in the prices of commodities owned or purchased by it and the values of foreign currencies receivable or payable by it and interest swaps, caps or collars. 10.2.24 Alternative Transaction. Notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, no Obligor shall engage in any Alternative Transaction, for the avoidance of doubt, no repayments of the Guggenheim Credit Facility or redemption or other distribution in respect of equity interests in Global Holdings or any Obligor held by Guggenheim will be permitted in connection with any such Alternative Transaction, in each case without the written approval of the Administrative Agent and the CoCollateral Agents. 10.2.25 Anti-Corruption Laws. Directly or indirectly use the proceeds of any Loan, Letter of Credit or other credit extension under the Loan Documents for any purpose which would breach the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, the Corruption of Foreign Public Officials Act (Canada) and other similar anticorruption legislation in other jurisdictions. 10.2.26 Prepayments of Other Debt. Other than pursuant to an order of any Insolvency Court and in accordance with the Approved Budget, directly or indirectly, voluntarily purchase, redeem, defease or prepay any principal of, premium, if any, interest or other amount payable in respect of any Debt prior to its scheduled maturity, other than the Obligations, the Canadian Obligations and the Prior Lender Obligations. 10.2.27 Repayment of Debt. Without limiting any other provision hereof, except pursuant to the Approved Budget, without the express prior written consent of the Agents and pursuant to an order of the applicable Insolvency Court after notice and hearing, make any payment or transfer with respect to any Lien or Debt incurred or arising prior to the Petition Date that is subject to the automatic stay provisions of the Bankruptcy Code or the Stay of Proceedings whether by way of â&#x20AC;&#x153;adequate protectionâ&#x20AC;? under the Bankruptcy Code or otherwise. 10.2.28 Reclamation Claims. Enter into any agreement to return any of its Inventory to any of its creditors for application against any Pre-Petition Debt, Pre-Petition trade payables or other Pre-Petition claims under Section 546(g) of the Bankruptcy Code or allow any creditor to take any setoff or recoupment against any of its Pre-Petition Debt, Pre-Petition trade 145 DB1/ 90693583.6

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payables or other Pre-Petition claims based upon any such return pursuant to Section 553(b)(l) of the Bankruptcy Code or otherwise if, after giving effect to any such agreement, setoff or recoupment, the aggregate amount applied to Pre-Petition Debt, Pre-Petition trade payables and other Pre-Petition claims subject to all such agreements, setoffs and recoupments since the Petition Date would exceed $1,000,000. 10.2.29 Insolvency Proceeding Claims. Incur, create, assume, suffer to exist or permit any other superpriority administrative claim which is pari passu with or senior to the claims of the Agents and Lenders against the Debtors, except as set forth in the applicable Order or incur, create, assume, suffer to exist or permit any Lien granted by the Canadian Court which is pari passu with or senior to the security for the Canadian Obligations other than those Liens granted pursuant to the Canadian Collateral Documents and Canadian Order. 10.2.30 Bankruptcy Actions. Seek, consent to, or permit to exist, without the prior written consent of the Agents, any order granting authority to take any action that is prohibited by the terms of this Loan Agreement or the other Loan Documents or refrain from taking any action that is required to be taken by the terms of this Loan Agreement or any of the other Loan Documents. SECTION 11. EVENTS OF DEFAULT; REMEDIES ON DEFAULT 11.1 Events of Default. Notwithstanding the provisions of Section 362 of the Bankruptcy Code with respect to the U.S. Debtors and without notice, application or motion to, hearing before, or order of the Bankruptcy Court or any notice to any Obligor, each of the following shall be an â&#x20AC;&#x153;Event of Defaultâ&#x20AC;? hereunder, if the same shall occur for any reason whatsoever, whether voluntary or involuntary, by operation of law or otherwise: (a) Any Borrower fails to pay (i) any principal of the Loans or any LC Obligation when due (whether at stated maturity, on demand, upon acceleration or otherwise) or (ii) any interest on the Loans or any fee or any other amount (other than an amount payable under clause (i) of this Article) payable under this Agreement or any other Loan Document, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of three (3) Business Days; or (b) (i) Any information contained in any Compliance Certificate, Borrowing Base Certificate or Approved Budget Variance Report was untrue or incorrect in any material respect when provided or confirmed or (ii) any representation or warranty made or delivered to any Agent or any Lender by any Obligor herein, in connection with any Loan Document or transaction contemplated thereby, or in any written statement, report, financial statement or certificate, is untrue, incorrect or misleading in any material respect when given or confirmed; or (c) Any Obligor breaches or fails to perform any covenant contained in Section 2.1.3, Section 7 (other than inadvertent breaches of such covenant) or in Sections 7.1, 8.1, 8.5.2, 10.1.1, 10.1.2, 10.1.3(b), 10.1.9, 10.1.11, 10.1.14, 10.1.17, 10.1.18, 10.1.19, 10.1.20, 10.1.21, 10.1.23 or 10.2; or

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(d) Any Obligor breaches or fails to perform any other covenant contained in any Loan Documents, and such breach or failure is not waived or cured within 10 days after a Senior Officer of such Obligor has knowledge thereof or receives notice thereof from any Agent, whichever is sooner; provided, however, that such notice and opportunity to obtain a waiver or cure such breach or failure shall not apply if the breach or failure to perform is not capable of being cured within such period; or (e) Any Guarantor repudiates, revokes or attempts to revoke its Guaranty; any Obligor denies or contests the validity or enforceability of any Loan Documents, Obligations or the perfection or priority of any Lien granted to the Administrative Agent; or the Administrative Agent’s or Lenders’ rights to enforce any material provision of any Loan Document is materially impaired for any reason (other than a waiver or release by, or act or omission on the part of, Agents and Lenders) or any Obligor shall state in writing that any Loan Document shall cease to be in full force or effect for any reason (other than a waiver or release by the Administrative Agent and Lenders); or (f) (i) Any judgment or order for the payment of money is entered against an Obligor in an amount that exceeds, individually or cumulatively with all unsatisfied judgments or orders against all Obligors, $500,000 (net of any insurance coverage therefor acknowledged in writing by the insurer) or which would operate to divest any one or more of the Obligors of any assets or property with a market or book value of $500,000 or more, and shall remain unsatisfied, undischarged, unvacated, unbonded or unstayed for a period of 20 days (or in any event later than five days prior to the date of any proposed sale thereunder) and such judgment or order shall not be subject to the Automatic Stay or (ii) any one or more non-monetary judgments or orders are entered and such judgments or orders shall not be subject to the Automatic Stay; or (g) any writ or warrant of attachment or execution or similar process in an amount that exceeds, individually or cumulatively, $500,000 is issued or levied against all or any material part of the Revolving Credit Primary Collateral and is not released, vacated or fully bonded within 20 days after its issue or levy; or (h) Any loss, theft, damage or destruction occurs with respect to any Revolving Credit Primary Collateral with a market or book value in excess of $500,000; or (i) except, in each case, as a result of the Specified Store Closure Sales, Holdings or its Restricted Subsidiaries are enjoined, restrained or prevented by any Governmental Authority from conducting their business at more than 10 Stores; any Obligor suffers the loss, revocation or termination of any material license, permit, lease or agreement without which such Obligor cannot conduct their business at more than 10 Stores; there is a cessation of the Obligors’ business at more than 10 Stores; or other than with respect to the Specified Store Closure Sales, any Obligor agrees to, or commences, any liquidation, dissolution or winding up of the affairs of the Obligors in any material respect, other than as approved by the Co-Collateral Agents; or unless consented to by the Co-Collateral Agents, a retention of an agent or other third party to conduct any such Store closings, Store liquidations or “Going-Out-Of Business” sales (or any Obligor shall take action in furtherance of any of the foregoing by vote of its board of directors (or equivalent governing body)); or 147 DB1/ 90693583.6

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(j) The Obligors shall fail to comply with the terms of any Approved Liquidation Agreement for the Specified Store Closing Sales or any Approved Liquidation Agreement for the Specified Store Closing Sales shall be amended or modified in any respect without the Co-Collateral Agents’ consent; or (k) (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to result in liability of any Borrower under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess of $10,000,000; (ii) any Borrower or any ERISA Affiliate of such Borrower fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of the $10,000,000; (iii) any event similar to the foregoing occurs or exists with respect to a Foreign Plan or any Obligor fails to make a required regular contribution with respect to any Foreign Plan, in each case, where the liability associated with the foregoing is reasonably expected to be in excess of $10,000,000 or (iv) the existence of any claim by the PBGC or any Employee Benefit Plan in connection with one or more Employee Benefit Plan that purports to assert or otherwise seeks to impose any Lien on the Collateral having a priority senior to or pari passu with the Liens and the security interests granted under the Loan Documents or under the Pre-Petition Loan Documents or the Prior Guggenheim Credit Facility; or (l) Any Obligor is criminally indicted, charged or convicted under any state, provincial, federal or foreign Applicable Law (including the Controlled Substances Act, Money Laundering Control Act of 1986 and Illegal Exportation of War Materials Act), and such indictment, charge or conviction remains in existence for a period of 10 days or more; or (m) Except for defaults occasioned by the filing of the Chapter 11 Cases and defaults resulting from obligations with respect to which the Bankruptcy Code prohibits any Obligor from complying or permits any Obligor not to comply, (i) Holdings, any Borrower, any other Obligor or any of their respective Restricted Subsidiaries shall fail to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) on the Guggenheim DIP Credit Facility or any Debt of Holdings, such Borrower, such other Obligor or any such Restricted Subsidiary (other than the Obligations), in each case beyond the grace period, if any, provided therefor and, in each case, such failure relates to the Guggenheim DIP Credit Facility or any other Debt having an aggregate outstanding principal amount of $500,000 or more, (ii) any other event shall occur or condition shall exist under any agreement or instrument relating to the Guggenheim DIP Credit Facility or any such Debt, if the effect of such event or condition is to accelerate, or to permit the acceleration of, the maturity of the Guggenheim DIP Credit Facility or such Debt, (iii) the Guggenheim DIP Credit Facility or any such Debt shall become or be declared to be due and payable, or be required to be prepaid or repurchased (other than by a regularly scheduled or required prepayment), prior to the stated maturity thereof, or (iv) any “Event of Default” (in each case, as defined in the Guggenheim DIP Credit Agreement) occurs; in each case, that has not been cured or under the Guggenheim DIP Credit Agreement; or (n) the Orders or any Security Document shall for any reason fail or cease to create valid and enforceable Liens on any Revolving Credit Primary Collateral or any material 148 DB1/ 90693583.6

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portion of any other Collateral purported to be covered thereby or such Liens shall fail or cease, with respect to any Revolving Credit Primary Collateral or any material portion of any other Collateral purported to be covered thereby, to be perfected with the priorities contemplated by the Orders, or any Debtor shall seek to cause the failure or termination of any Liens granted under the Order or any Security Document, or to subordinate or terminate the perfection thereof; or (o) Any material provision of any Pre-Petition Loan Document shall for any reason cease to be valid and binding on or enforceable against any Obligor, the Canadian Debtor or any Subsidiary of any Obligor party thereto; or any Obligor, the Canadian Debtor or any Subsidiary of any Obligor shall so state in writing or bring an action to limit its obligations or liabilities under the Pre-Petition Loan Documents; or any Security Document (as defined in the Pre-Petition Loan Agreement) shall for any reason cease to create a valid security interest in any Collateral (as defined in the Pre-Petition Loan Agreement), in each case, purported to be covered thereby or such security interest shall for any reason cease to be a perfected Lien with the status and priority provided in the Orders; or (p) The provisions of the Intercreditor Agreement or any subordination agreement governing any Subordinated Debt shall for any reason be revoked or invalidated in any material respect, or otherwise cease to be in full force and effect, or any Obligor, the Canadian Debtor, Guggenheim, any Guggenheim Credit Facility Lender, any agent with respect to the Guggenheim DIP Credit Facility or any Guggenheim DIP Credit Facility Lender, any other holder of Subordinated Debt or any Affiliate of any of the foregoing shall have commenced a suit or an action, including any motion or adversary proceeding in the Chapter 11 Cases, contesting in any manner the validity or enforceability thereof or deny that it has any further liability or obligation thereunder, or the Obligations, for any reason shall not have the priority contemplated by this Agreement, the Pre-Petition Loan Agreement, the Intercreditor Agreement or such subordination provisions, as applicable; or (q)

A Change of Control occurs; or

(r)

[Reserved]; or

(s) the Guggenheim DIP Credit Facility Lenders fail to fund any loans or credit extensions under the Guggenheim DIP Credit Facility in accordance with any request therefor by the Borrower; or (t)

The occurrence of any of the following in the Chapter 11 Cases:

(i) the bringing of a motion, taking of any action or the filing of any plan of reorganization or disclosure statement attendant thereto by any of the Obligors or any Subsidiary, or any Person claiming by or through any Obligor or any Subsidiary, in the Chapter 11 Cases: (A) to obtain additional financing under Section 364(c) or Section 364(d) of the Bankruptcy Code not otherwise permitted pursuant to this Agreement; (B) to grant any Lien other than Permitted Liens upon or affecting any Collateral; (C) except as provided in the Interim Order or Final Order, as the case may be, to use cash collateral of the Administrative Agent and the other Secured Parties or Prior Agent and Prior Lenders under Section 363(c) of the 149 DB1/ 90693583.6

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Bankruptcy Code without the prior written consent of the Co-Collateral Agents; or (D) any other action or actions materially adverse to (x) the Administrative Agent and Lenders or Prior Agent and Prior Lenders or their rights and remedies hereunder, under any other Loan Documents, or their interest in the Collateral or (y) Prior Agent and Prior Lenders or their rights under the PrePetition Loan Agreement or the other Pre-Petition Loan Documents or their interest in the Collateral (as defined in the Pre-Petition Credit Agreement); (ii) (A) the filing of any plan of reorganization or disclosure statement attendant thereto, or any direct or indirect amendment to such plan or disclosure statement, by an Obligors that does not propose to indefeasibly repay in full in cash the Obligations under this Agreement, the Prior Lender Obligations and the Canadian Obligations or by any other Person to which the Co-Collateral Agents do not consent, or any of the Obligors or their Subsidiaries shall seek, support or fail to contest in good faith the filing or confirmation of any such plan or entry of any such order, (B) the entry of any order terminating any Obligor’s exclusive right to file a plan of reorganization, or (C) the expiration of any Obligor’s exclusive right to file a plan of reorganization; (iii) the entry of an order in any of the Chapter 11 Cases confirming a plan of reorganization that (A) is not acceptable to the Co-Collateral Agents in their sole discretion or (B) does not contain a provision for termination of the Commitments and indefeasible repayment in full in cash of all of the Obligations under this Agreement, the Prior Lender Obligations and the Canadian Obligations on or before the effective date of such plan or plans; (iv) (x) the entry of an order amending, supplementing, staying, vacating or otherwise modifying the Loan Documents or the Interim Order, the Final Order or the Cash Management Order without the written consent of Co-Collateral Agents or the filing of a motion for reconsideration with respect to the Interim Order or the Final Order or the Interim Order, the Final Order or the Cash Management Order shall otherwise not be in full force and effect or (y) any Obligor or any Subsidiary shall fail to comply with the Order in any material respect; (v) the Final Order is not entered immediately following the expiration of the Interim Order, and in any event within thirty (30) days of the Petition Date; (vi) the payment of, or application for authority to pay, any PrePetition claim without Co-Collateral Agents’ prior written consent unless in accordance with the Approved Budget; (vii) the allowance of any claim or claims under Section 506(c) of the Bankruptcy Code or otherwise against the Administrative Agent, any Lender or any of the Collateral or against the Prior Agent, any Prior Lender or any Collateral (as defined in the PrePetition Credit Agreement); (viii) (A) the appointment of an interim or permanent trustee in the Chapter 11 Cases or the appointment of a trustee receiver or an examiner in the Chapter 11 Cases with expanded powers to operate or manage the financial affairs, the business, or 150 DB1/ 90693583.6

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reorganization of the Obligors; or (B) the sale without the Co-Collateral Agentsâ&#x20AC;&#x2122; consent of all or substantially all of the U.S. Debtorsâ&#x20AC;&#x2122; assets either through a sale under Section 363 of the Bankruptcy Code, through a confirmed plan of reorganization in the Chapter 11 Cases or otherwise that does not result in payment in full in cash of all of the Obligations under this Agreement, all Prior Lender Obligations and all Canadian Obligations at the closing of such sale or initial payment of the purchase price or effectiveness of such plan, as applicable; (ix) the dismissal of any Chapter 11 Case, or the conversion of any Chapter 11 Case from one under Chapter 11 to one under Chapter 7 of the Bankruptcy Code or any Obligor shall file a motion or other pleading seeking the dismissal of the Chapter 11 Cases under Section 1112 of the Bankruptcy Code or otherwise or the conversion of the Chapter 11 Cases to Chapter 7 of the Bankruptcy Code; (x) any Obligor shall file a motion seeking, or the Bankruptcy Court shall enter an order granting, relief from or modifying the automatic stay of Section 362 of the Bankruptcy Code (A) to allow any creditor (other than the Administrative Agent) to execute upon or enforce a Lien on any Collateral, (B) approving any settlement or other stipulation not approved by the Co-Collateral Agents with any secured creditor of any Obligor providing for payments as adequate protection or otherwise to such secured creditor, (C) with respect to any Lien of or the granting of any Lien on any Collateral to any federal, state or local environmental or regulatory agency or authority, which in either case involves a claim of $250,000 or more or (D) permit other actions that would have a Material Adverse Effect on the U.S. Debtors or their estates (taken as a whole); (xi) the commencement of a suit or an action (but not including a motion for standing to commence a suit or an action) against either the Administrative Agent or any Lender or Prior Agent or any Prior Lender and, as to any suit or action brought by any Person other than an Obligor or a Subsidiary or an Obligor, officer or employee of a Obligor, the continuation thereof without dismissal for thirty (30) days after service thereof on either the Administrative Agent or such Lender or Prior Agent or any Prior Lender, that asserts or seeks by or on behalf of an Obligor, any state of federal environmental protection or health and safety agency, any official committee in any Chapter 11 Case or any other party in interest in any of the Chapter 11 Cases, a claim or any legal or equitable remedy that would (x) have the effect of invalidating, subordinating or challenging any or all of the Obligations or Liens of the Administrative Agent or any Lender under the Loan Documents or the Prior Lender Obligations or Liens of the Prior Agent or Prior Lenders under the Pre-Petition Loan Documents to any other claim, or (y) have a material adverse effect on the rights and remedies of the Administrative Agent or any Lender or Prior Agent or any Prior Lender under any Loan Document or the Prior Agent or Prior Lenders under the Pre-Petition Loan Documents or the collectability of all or any portion of the Obligations or the Prior Lender Obligations; (xii) the entry of an order in the Chapter 11 Cases avoiding or permitting recovery of any portion of the payments made on account of the Obligations owing under this Agreement or the other Loan Documents or the Prior Lender Obligations owing under the Pre-Petition Loan Documents;

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(xiii) the failure of any Obligor to perform any of its obligations under the Interim Order, the Final Order, the Cash Management Order, or any order of the Bankruptcy Court approving any Transaction or the Permitted Store Closing Sales or to perform in any material respect its obligations under any order of the Bankruptcy Court approving bidding procedures; or (xiv) the existence of any claims or charges, or the entry of any order of the Bankruptcy Court authorizing any claims or charges, other than in respect of this Agreement and the other Loan Documents, the Guggenheim DIP Credit Facility, or as otherwise permitted under the applicable Loan Documents or permitted under the Orders, entitled to superpriority administrative expense claim status in any Chapter 11 Case pursuant to Section 364(c)(1) of the Bankruptcy Code pari passu with or senior to the claims of the Administrative Agent and the Secured Parties under this Agreement and the other Loan Documents, or there shall arise or be granted by the Bankruptcy Court (i) any claim having priority over any or all administrative expenses of the kind specified in clause (b) of Section 503 or clause (b) of Section 507 of the Bankruptcy Code or (ii) any Lien on the Collateral having a priority senior to or pari passu with the Liens and security interests granted herein, except, in each case, as expressly provided in the Loan Documents or in the Orders then in effect (but only in the event specifically consented to by the Administrative Agent), whichever is in effect; or (xv) the Order shall cease to create a valid and perfected Lien on the Collateral or to be in full force and effect, shall have been reversed, modified, amended, stayed, vacated, or subject to stay pending appeal, in the case of modification or amendment, without prior written consent of Administrative Agent; or (xvi) an order in the Chapter 11 Cases shall be entered (i) charging any of the Collateral under Section 506(c) of the Bankruptcy Code against the Administrative Agent and the Secured Parties or (ii) limiting the extension under Section 552(b) of the Bankruptcy Code of the Liens of the Prior Agent on the Collateral to any proceeds, products, offspring, or profits of the Collateral acquired by any Obligor after the Petition Date, or the commencement of other actions that is materially adverse to Administrative Agent, the Secured Parties or their respective rights and remedies under the Loan Documents in any of the Chapter 11 Cases or inconsistent with any of the Loan Documents; or (xvii) if the Final Order does not include a waiver, in form and substance satisfactory to the Administrative Agent, of (i) the right to surcharge the Collateral under Section 506(c) of the Bankruptcy Code and (ii) any ability to limit the extension under Section 552(b) of the Bankruptcy Code of the Liens of the Prior Agent on the Collateral to any proceeds, products, offspring, or profits of the Collateral acquired by any Obligor after the Petition Date; or (xviii) an order of the Bankruptcy Court shall be entered denying or terminating use of cash collateral by the Obligors; or (xix) any Obligor shall challenge, support or encourage a challenge of any payments made to the Administrative Agent or any Lender with respect to the Obligations or the Prior Agent or the Prior Lenders with respect to the Prior Lender Obligations, 152 DB1/ 90693583.6

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or without the consent of the Administrative Agent, the filing of any motion by the Obligors seeking approval of (or the entry of an order by the Bankruptcy Court approving) adequate protection to any prepetition agent or lender that is inconsistent with the Order; or (xx) without the Administrative Agent’s consent, the entry of any order by the Bankruptcy Court granting, or the filing by any Obligor or any of its Subsidiaries of any motion or other request with the Bankruptcy Court (in each case, other than the Orders and motions seeking entry thereof or permitted amendments or modifications thereto) seeking, authority to use any cash proceeds of any of the Collateral without the Administrative Agent’s consent or to obtain any financing under Section 364 of the Bankruptcy Code other than the Loan Documents and the Guggenheim DIP Credit Facility; or (xxi) any Obligor or any person on behalf of any Obligor shall file any motion without the Administrative Agent’s consent seeking authority to consummate a sale of assets of the Obligors or the Collateral to the extent having a value in excess of $500,000 outside the ordinary course of business and not otherwise permitted hereunder; or (xxii) any Obligor shall make any payment (whether by way of adequate protection or otherwise) of principal or interest or otherwise on account of any prepetition Debt or payables other than payments authorized by one or more “first or second day orders” (or other orders with the consent of the Administrative Agent) and consistent with the Approved Budget; or (xxiii) if, unless otherwise approved by the Administrative Agent, an order of the Bankruptcy Court shall be entered providing for a change in venue with respect to the Cases and such order shall not be reversed or vacated within 10 days; or (xxiv) without the Administrative Agent’s consent, any Obligor or any Subsidiary thereof shall file any motion or other request with the Bankruptcy Court seeking (a) to grant or impose, under Section 364 of the Bankruptcy Code or otherwise, liens or security interests in any DIP Collateral (as defined in the Orders), whether senior, equal or subordinate to the Administrative Agent’s or the Guggenheim DIP Credit Facility Lenders’ liens and security interests; or (b) to modify or affect any of the rights of the Administrative Agent, the Lenders or the Guggenheim DIP Credit Facility Lenders under the Orders, the Loan Documents, or the Guggenheim DIP Credit Agreement and related documents by any plan of reorganization confirmed in the Cases or subsequent order entered in the Cases; or (xxv) any Obligor or any Subsidiary thereof shall take any action in support of any matter set forth in this Section 11.1(t) or any other Person shall do so and such application is not contested in good faith by the Obligors and the relief requested is granted in an order that is not stayed pending appeal; or; (u) The Forbearance Period (as defined in the Canadian Forbearance Agreement) is terminated for any reason other than the expiry of the Forbearance Period following completion of the Canadian Liquidation; or (v)

The occurrence of any of the following in the BIA Proceeding: 153

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(i) if the Canadian Court makes any order declaring that all or part of the Canadian Debtorâ&#x20AC;&#x2122;s property is subject to a Lien in favor of any party other than the Canadian Agent or the Administrative Agent and such court ordered charge purports to rank in any manner whatsoever in priority to or pari passu with any Lien of the Canadian Agent under its Liens on the Canadian Collateral granted in the Canadian Collateral Documents or under the Canadian Order or any Lien in favor of the Administrative Agent hereunder, other than any court-ordered charge(s) approved by the Administrative Agent and granted by the Canadian Court in the BIA Proceeding; (ii) if the BIA Proceeding is terminated without the prior or concurrent consent of the Canadian Agent or any order of the Canadian Court is sought by the Canadian Debtor or granted by the Canadian Court that could reasonably be expected to materially adversely affect the interests of the Canadian Agent, the Administrative Agent, the Canadian Lenders (as defined in the Pre-Petition Loan Agreement) or the Lenders; (iii) if the trustee in the BIA Proceeding reports to the Canadian Court that there has been a material adverse change in respect of the Canadian Debtor or the BIA Proceeding; (iv) if (a) the stay imposed under the BIA Proceeding is lifted, in whole or in part, is terminated or lapses without extension, unless the Canadian Agent consents thereto or (b) the BIA Proceeding is converted to a bankruptcy proceeding under the BIA; (v) if, other than the BIA Proceeding, any action is taken by or against or consented to by the Canadian Debtor to institute proceedings to be liquidated, adjudicated a bankrupt or insolvent or consent to the institution of liquidation, bankruptcy, insolvency or similar proceedings against the Canadian Debtor, or file a petition (or similar action or proceeding) or consent seeking reorganization, arrangement, or relief from creditors, or take or commence any other steps or proceedings under any one or more of the applicable insolvency, liquidation, bankruptcy or analogous statutes or laws; (vi) if the Canadian Liquidation Consulting Agreement is terminated or amended in a manner not acceptable to the Canadian Agent or the Administrative Agent, or the Canadian Liquidation is terminated or suspended without the consent of the Canadian Agent; or (vii) the failure of the Canadian Debtor or any Obligors to satisfy any of the milestones set forth on Schedule 10.1.20. 11.2 Remedies upon Default. Subject to the applicable Order, if any other Event of Default exists, notwithstanding the provisions of Section 362 of the Bankruptcy Code, without any application, motion or notice to, hearing before, or order from the Bankruptcy Court, the Administrative Agent may in its discretion (and shall upon written direction of Required Lenders or the Voting Collateral Agent, as the case may be) do any one or more of the following from time to time: 154 DB1/ 90693583.6

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(a) declare any Obligations immediately due and payable, whereupon they shall be due and payable without diligence, presentment, demand, protest or notice of any kind, all of which are hereby waived by Obligors to the fullest extent permitted by law; (b) (i) terminate, reduce or condition any of the Commitments, or make any adjustment to the Tranche A Borrowing Base or to the Tranche A-1 Borrowing Base or (ii) terminate, reduce or restrict any right or ability of the Obligors to use any Cash Collateral; (c) require Obligors to Cash Collateralize LC Obligations, Bank Product Debt and other Obligations that are contingent or not yet due and payable (in an amount equal to the Minimum Collateral Amount with respect thereto), notwithstanding the provisions of Section 362 of the Bankruptcy Code, without any application, motion or notice to, hearing before, or order from the Bankruptcy Court, and, if Obligors fail promptly to deposit such Cash Collateral, the Administrative Agent may (and shall upon the direction of Required Lenders) advance the required Cash Collateral as Tranche A Revolver Loans (whether or not an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied), which Cash Collateral, in any case, shall not be subject to the Carve-Out; (d) subject to the Remedies Notice Period, direct any or all of the Obligors to sell or otherwise dispose of any or all of the Collateral on terms and conditions acceptable to the Co-Collateral Agents pursuant to Section 363, Section 365 and other applicable provisions of the Bankruptcy Code (and, without limiting the foregoing, direct any Obligor to assume and assign any lease or executory contract included in the Collateral to the Administrative Agent’s designees in accordance with and subject to Section 365 of the Bankruptcy Code); and/or (e) subject to the Remedies Notice Period, exercise any other rights or remedies afforded under any agreement, by law, at equity or otherwise, including the rights and remedies of a secured party under the UCC or other Applicable Law. Such rights and remedies include the rights to (i) take possession of any Collateral; (ii) require Obligors to assemble Collateral, at Borrower’s expense, and make it available to the Administrative Agent at a place designated by the Administrative Agent; (iii) enter any premises where Collateral is located and store Collateral on such premises until sold (and if the premises are owned or leased by an Obligor, Obligors agree not to charge for such storage); (iv) sell or otherwise dispose of any Collateral in its then condition, or after any further manufacturing or processing thereof, at public or private sale, with such notice as may be required by Applicable Law, in lots or in bulk, at such locations, all as the Administrative Agent, in its discretion, deems advisable or (v) take any and all actions described in the Order (including, without limitation, those actions specified in the Order after the occurrence of any Specified Sale Process Default). Subject to the Order, each Obligor agrees that any notice of any proposed sale or other disposition of Collateral by the Administrative Agent shall be reasonable. The Administrative Agent shall have the right to conduct such sales on any Obligor’s premises, without charge, and such sales may be adjourned from time to time in accordance with Applicable Law. The Administrative Agent shall have the right to sell, lease or otherwise dispose of any Collateral for cash, credit or any combination thereof, and the Administrative Agent may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of the purchase price, may setoff the amount of such price against the Obligations. In any hearing during the Remedies Notice Period to contest the enforcement of remedies, the only issue that may be raised by any party in opposition thereto 155 DB1/ 90693583.6

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shall be whether, in fact, an Event of Default has occurred, and the Obligors hereby waive their right to and shall not be entitled to seek relief, including, without limitation, under Section 105 of the Bankruptcy Code, to the extent that such relief would in any way impair or restrict the rights and remedies of the Administrative Agent or the Secured Parties, as set forth in this Agreement, the applicable Order or other Loan Documents. 11.3 License; Access; Cooperation. The Administrative Agent is hereby granted an irrevocable, non-exclusive license or other right to use, license or sub-license (without payment of royalty or other compensation to any Person) any or all Intellectual Property of Obligors, computer hardware and software, trade secrets, brochures, customer lists, promotional and advertising materials, labels, packaging materials and other Property, in advertising for sale, marketing, selling, collecting, completing manufacture of, or otherwise exercising any rights or remedies with respect to, any Collateral in each case after the occurrence, and during the continuance, of an Event of Default. The Administrative Agent (together with its agents, representatives and designees) is hereby granted a non-exclusive right to have access to, and a rent free right to use, any and all owned or leased locations (including, without limitation, warehouse locations, distribution centers and Store locations) for the purpose of arranging for and effecting the sale or disposition of Collateral, including the production, completion, packaging and other preparation of such Collateral for sale or disposition (it being understood and agreed that the Administrative Agent and its representatives (and persons employed on their behalf), may continue to operate, service, maintain, process and sell the Collateral, as well as to engage in bulk sales of Collateral. Upon the occurrence and the continuance of an Event of Default and the exercise by the Administrative Agent or Lenders of their rights and remedies under this Agreement and the other Loan Documents, Borrowers shall assist the Administrative Agent and Lenders in effecting a sale or other disposition of the Collateral upon such terms as are reasonably acceptable to the Co-Collateral Agents. 11.4 Setoff. The Administrative Agent, Lenders and their Affiliates are each authorized (notwithstanding the provisions of Section 362 of the Bankruptcy Code, without any application, motion or notice to, hearing before, or order from, the Bankruptcy Court) by Obligors at any time that an Event of Default has occurred and is continuing, without notice to Obligors or any other Person, to setoff and to appropriate and apply any deposits (general or special), funds, claims, obligations, liabilities or other Debt at any time held or owing by the Administrative Agent, any Lender or any such Affiliate to or for the account of any Obligor against any Obligations, whether or not demand for payment of such Obligation has been made, any Obligations have been declared due and payable, are then due, or are contingent or unmatured, or the Collateral or any guaranty or other security for the Obligations is adequate; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so setoff shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.8 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. 11.5

Remedies Cumulative; No Waiver. 156

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11.5.1 Cumulative Rights. All covenants, conditions, provisions, warranties, guaranties, indemnities and other undertakings of Borrowers contained in the Loan Documents are cumulative and not in derogation or substitution of each other. In particular, the rights and remedies of the Administrative Agent and Lenders are cumulative, may be exercised at any time and from time to time, concurrently or in any order, and shall not be exclusive of any other rights or remedies that the Administrative Agent and Lenders may have, whether under any agreement, by law, at equity or otherwise. 11.5.2 Waivers. The failure or delay of any party hereto to require strict performance by any other party thereto with any terms of the Loan Documents, or to exercise any rights or remedies with respect to Collateral or otherwise, shall not operate as a waiver thereof nor as establishment of a course of dealing. All rights and remedies shall continue in full force and effect until the payment in full, in cash of all Obligations and the occurrence of the Commitment Termination Date. No modification of any terms of any Loan Documents (including any waiver thereof) shall be effective, unless such modification is specifically provided in a writing directed to Borrowers and executed by Borrowers and Applicable Agent(s) or the requisite Lenders, and such modification shall be applicable only to the matter specified. No waiver of any Default or Event of Default shall constitute a waiver of any other Default or Event of Default that may exist at such time, unless expressly stated. If any Agent or any Lender accepts performance by any Obligor under any Loan Documents in a manner other than that specified therein, or during any Default or Event of Default, or if any Agent or any Lender shall delay or exercise any right or remedy under any Loan Documents, such acceptance, delay or exercise shall not operate to waive any Default or Event of Default nor to preclude exercise of any other right or remedy. It is expressly acknowledged by Obligors that any failure to satisfy a financial covenant on a measurement date shall not be cured or remedied by satisfaction of such covenant on a subsequent date. 11.6 Judgment Currency. If, for the purpose of obtaining judgment in any court or obtaining an order enforcing a judgment, it becomes necessary to convert any amount due under this Loan Agreement in Dollars or in any other currency (hereinafter in this Section 11.6 called the “first currency”) into any other currency (hereinafter in this Section 11.6 called the “second currency”), then the conversion shall be made at the Applicable Agent’s spot rate of exchange for buying the first currency with the second currency prevailing at Applicable Agent’s close of business on the Business Day next preceding the day on which the judgment is given or (as the case may be) the order is made. Any payment made to any Agent or any Lender pursuant to this Loan Agreement in the second currency shall constitute a discharge of the obligations of the Borrowers to pay to the Administrative Agent and the Lenders any amount originally due to the Administrative Agent and the Lenders in the first currency under this Loan Agreement only to the extent of the amount of the first currency which each Agent and each of the Lenders is able, on the date of the receipt by it of such payment in any second currency, to purchase, in accordance with such Agent’s and such Lender’s normal banking procedures, with the amount of such second currency so received. If the amount of the first currency falls short of the amount originally due to the Administrative Agent and the Lenders in the first currency under this Loan Agreement, each of the Borrowers, with respect to itself and its Subsidiaries, agrees that it will indemnify each Agent and each of the Lenders against and save each Agent and each of the Lenders harmless from any shortfall so arising. This indemnity shall constitute an obligation of 157 DB1/ 90693583.6

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each such Borrower separate and independent from the other obligations contained in this Loan Agreement, shall give rise to a separate and independent cause of action and shall continue in full force and effect notwithstanding any judgment or order for a liquidated sum or sums in respect of amounts due to any Agent or any Lender under this Loan Agreement or under any such judgment or order. Any such shortfall shall be deemed to constitute a loss suffered by each Agent and each such Lender, as the case may be, and the Borrowers shall not be entitled to require any proof or evidence of any actual loss. The covenant contained in this Section 11.6 shall survive the payment in full of all of the other obligations of the Borrowers under this Loan Agreement. 11.7 Lift of Stay; Stay of Proceedings. Subject to the applicable Order, the Automatic Stay shall be modified and vacated to permit the Administrative Agent and Lenders to exercise all rights and remedies under this Agreement, the other Loan Documents or Applicable Law, without further notice, motion or application to, hearing before, or order from, the Bankruptcy Court. SECTION 12. ADMINISTRATIVE AGENT 12.1

Appointment, Authority and Duties of Administrative. 12.1.1

Appointment and Authority of Administrative Agent.

(a) Each Lender and Issuing Bank appoints and designates Bank of America as Administrative Agent hereunder. Administrative Agent may, and each Lender authorizes Administrative Agent to, enter into all Loan Documents (including, without limitation, the Intercreditor Agreement) to which Administrative Agent is intended to be a party and accept all Security Documents, for Administrative Agentâ&#x20AC;&#x2122;s benefit and the benefit of Secured Parties. Each Lender agrees that any action taken by Administrative Agent or Required Tranche A Lenders or Required Lenders, in accordance with the provisions of the Loan Documents, and the exercise by Administrative Agent or Required Lenders of any rights or remedies set forth therein, together with all other powers reasonably incidental thereto, shall be authorized and binding upon all Lenders. Without limiting the generality of the foregoing, (i) each Lender hereby authorizes the Administrative Agent to consent, on behalf of each Lender, to the Interim Order, the Canadian Order, and the Final Order, each to be negotiated between the Borrower and Guarantors, Administrative Agent, and the statutory committees appointed pursuant to Sections 327 and 1103 of the Bankruptcy Code, and (ii) Administrative Agent shall have the sole and exclusive authority to (a) act as the disbursing and collecting agent for Lenders with respect to all payments and collections arising in connection with the Loan Documents (including in any proceeding in the Insolvency Cases); (b) execute and deliver as Administrative Agent each Loan Document to which it is intended to be a party, including any intercreditor or subordination agreement, and accept delivery of each Loan Document from any Obligor or other Person (including, without limitation, the Intercreditor Agreement); (c) act as collateral agent for Secured Parties for purposes of perfecting and administering Liens under the Loan Documents and all other matters concerning Collateral of the Company and the Guarantors situated in the United States, and for all other purposes stated therein; and (d) exercise all rights and remedies given to Administrative Agent with respect to any Collateral under the Loan Documents, Applicable Law or otherwise. The duties of Administrative Agent shall be ministerial and 158 DB1/ 90693583.6

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administrative in nature, and Administrative Agent shall not have a fiduciary relationship with any Lender, Secured Party, Participant or other Person, by reason of any Loan Document or any transaction relating thereto. Administrative Agent alone shall be authorized to determine whether any Accounts or Inventory constitutes Eligible Wholesale Receivables, Eligible Credit Card Receivables or Eligible Inventory, as the case may be, or whether to impose or release any reserve, which determinations and judgments, if exercised in good faith, shall exonerate Administrative Agent from liability to any Lender or other Person for any error in judgment. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. (b)

[Reserved].

(c)

[Reserved].

(d) The relationship between each Agent and each of the Secured Parties is that of an independent contractor. The use of the term “Administrative Agent” is for convenience only and is used to describe, as a form of convention, the independent contractual relationship between Administrative Agent and each of the Secured Parties. Nothing contained in this Agreement or the other Loan Documents shall be construed to create an agency, trust or other fiduciary relationship between Administrative Agent and any of the Secured Parties. (e) As an independent contractor empowered by the Secured Parties to exercise certain rights and perform certain duties and responsibilities hereunder and under the other Loan Documents, the Administrative Agent is nevertheless a “representative” of the Secured Parties, as that term is defined in Article 1 of the Uniform Commercial Code, for purposes of actions for the benefit of the Lenders and the Agents with respect to all collateral security and guaranties contemplated by the Loan Documents. Such actions include the designation of the Administrative Agent as “secured party”, “mortgagee” or the like on all financing statements and other documents and instruments, whether recorded, filed, registered or otherwise, relating to the attachment, perfection, enforceability, priority or enforcement of any security interests, mortgages, hypothecs or deeds of trust in collateral security intended to secure the payment or performance of any of the Obligations, all for the benefit of the Secured Parties and the Administrative Agent. (f) Each Lender appoints and designates each of Bank of America and Wells Fargo as a Co-Collateral Agent hereunder. The Co-Collateral Agents shall have the rights and obligations described in Annex A. It is understood and agreed that the use of the term “agent” herein or in any other Loan Document (or any other similar term) with reference to any CoCollateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any Applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.

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12.1.2 Duties. No Agent shall have any duties except those expressly set forth in the Loan Documents, nor be required to initiate or conduct any Enforcement Action except to the extent directed to do so by Required Lenders while an Event of Default exists. The conferral upon any Agent of any right shall not imply a duty on such Agentâ&#x20AC;&#x2122;s part to exercise such right, unless instructed to do so by Required Lenders in accordance with this Agreement. Without limiting the generality of the foregoing, the Agents: (a) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing; (b) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Agents are required to exercise as directed in writing by (i) the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents) or (ii) solely with respect to matters as to which any Co-Collateral Agent may direct the Agents, a Co-Collateral Agent, provided that the Agents shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Agents to liability or that is contrary to any Loan Document or Applicable Law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any debtor relief law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any debtor relief law; (c) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as an Agent or any of its Affiliates in any capacity. (d) The Agents shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 14.1 and 11.2) or at the request of any Co-Collateral Agent, or (ii) in the absence of its own gross negligence or willful misconduct, as determined by a court of competent jurisdiction by a final and nonappealable judgment. No Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given to such Agent by Borrower, a Lender or an Issuing Bank. (e) 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 or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or the creation, perfection or priority of any Lien purported to be created by the Collateral Documents, (v) the value or the sufficiency of any Collateral, or (vi) the satisfaction of any condition set forth in Section 6 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Agents. 160 DB1/ 90693583.6

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12.1.3 Agent Professionals. Each Agent may perform its duties through agents, sub-agents and employees. Each Agent may consult with and employ Agent Professionals, and shall be entitled to act upon, and shall be fully protected in any action taken in good faith reliance upon, any advice given by an Agent Professional. No Agent shall be responsible for the negligence or misconduct of any agents, sub-agents, employees or Agent Professionals selected by it with reasonable care. Each Agent, as a “collateral agent” and any coagents, sub-agents and attorneys-in-fact appointed by such Agent for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Loan Documents, or for exercising any rights and remedies thereunder at the direction of such Agent), shall be entitled to the benefits of all provisions of this Section 12, Section 3.4 and Section 14 (including Section 14.2, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. 12.1.4 Instructions of Required Lenders. The rights and remedies conferred upon Administrative Agent under the Loan Documents may be exercised without the necessity of joinder of any other party, unless required by Applicable Law. Administrative Agent may request instructions from Required Lenders with respect to any act (including the failure to act) in connection with any Loan Documents, and may seek assurances to its satisfaction from Lenders of their indemnification obligations under Section 12.6 against all Claims that could be incurred by such Agent in connection with any act. Administrative Agent shall be entitled to refrain from any act until it has received such instructions or assurances, and Administrative Agent shall not incur liability to any Person by reason of so refraining. Instructions of Required Lenders shall be binding upon all Lenders, and no Lender shall have any right of action whatsoever against Administrative Agent as a result of Administrative Agent acting or refraining from acting in accordance with the instructions of Required Lenders. Notwithstanding the foregoing, instructions by and consent of all Lenders shall be required in the circumstances described in Section 14.1.1, and in no event shall, and in no event shall the Required Lenders, without the prior written consent of each Lender, direct Administrative Agent to accelerate and demand payment of Loans held by one Lender without accelerating and demanding payment of all other Loans, nor to terminate the Commitments of one Lender without terminating the Commitments of all Lenders. In no event shall Administrative Agent be required to take any action that, in its opinion, is contrary to Applicable Law or any Loan Documents or could subject any Agent Indemnitee to personal liability. 12.2

Agreements Regarding Collateral and Field Examination Reports.

12.2.1 Lien Releases; Care of Collateral. Lenders and Issuing Banks authorize each Agent, at such Agent’s option and in its discretion, (a) Lenders authorize each Agent to release any Lien with respect to any Collateral (i) upon the occurrence of both payment, in full, in cash of the Obligations (other than contingent Obligations that by their terms survive the Commitment Termination Date), the Prior Lender Obligations and the Canadian Obligations and the occurrence of the Commitment Termination Date, (ii) that is the subject of a disposition which Borrower Agent certifies in writing to Administrative Agent is permitted under this Loan Agreement (including under 10.2.12) or a Lien which Borrower certifies is a Permitted Lien entitled to priority over Applicable Agent’s Liens (and Applicable Agent may rely conclusively on any such certificate 161 DB1/ 90693583.6

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without further inquiry), (iii) that does not constitute a material part of the Collateral, (iv) in compliance with Section 10.1.9 or (v) with the written consent of all Lenders; and (b) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents. Upon request by any Agent at any time, the Required Lenders will confirm in writing such Agent’s authority to release its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 12.2.1. In each case as specified in this Section 12.2.1, each Agent will, at the Borrower’s expense, execute and deliver to the applicable Obligor such documents as such Obligor may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Loan Documents, or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 12.2.1. No Agent shall have any obligation whatsoever to any Lenders to assure that any Collateral exists or is owned by an Obligor, or is cared for, protected, insured or encumbered, nor to assure that Applicable Agent’s Liens have been properly created, perfected or enforced, or are entitled to any particular priority, nor to exercise any duty of care with respect to any Collateral or be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral. 12.2.2 Possession of Collateral. Administrative Agent and Lenders appoint each Administrative Agent and each other Lender as agent for the purpose of perfecting Liens (for the benefit of Secured Parties) in any Collateral that, under the UCC, PPSA or other Applicable Law, can be perfected by possession. If any Lender obtains possession of any such Collateral, it shall notify Administrative Agent thereof and, promptly Administrative Agent’s request, deliver such Collateral to Administrative Agent or otherwise deal with such Collateral in accordance with Administrative Agent’s instructions or as required by the Intercreditor Agreement. 12.2.3 Reports. Administrative Agent shall promptly, upon receipt thereof, forward to each Lender copies of the results of any field audit or other examination or any appraisal prepared by or on behalf of Administrative Agent with respect to any Obligor or Collateral (“Report”). Each Lender agrees (a) that neither Bank of America nor Administrative Agent makes any representation or warranty as to the accuracy or completeness of any Report, and shall not be liable for any information contained in or omitted from any Report; (b) that the Reports are not intended to be comprehensive audits or examinations, and that Administrative Agent or any other Person performing any audit or examination will inspect only specific information regarding Obligations or the Collateral and will rely significantly upon Obligors’ books and records as well as upon representations of Obligors’ officers and employees; and (c) to keep all Reports confidential and strictly for such Lender’s internal use, and not to distribute any Report (or the contents thereof) to any Person (except to such Lender’s Participants, attorneys and accountants) or use any Report in any manner other than administration of the Loans and other Obligations. Each Lender agrees to indemnify and hold harmless Administrative Agent and any other Person preparing a Report from any action such Lender may 162 DB1/ 90693583.6

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take as a result of or any conclusion it may draw from any Report, as well as any Claims arising in connection with any third parties that obtain all or any part of a Report through such Lender. 12.3 Reliance By Agents. Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any certification, notice or other communication (including those by telephone, telex, telegram, telecopy, electronic transmission or e-mail, Internet or intranet website posting or other distribution) believed by it to be genuine and correct and to have been signed, sent or made by the proper Person, and upon the advice and statements of Agent Professionals. Each Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance, extension, renewal or increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or the Issuing Bank, each Agent may presume that such condition is satisfactory to such Lender or the Issuing Bank unless such Agent shall have received notice to the contrary from such Lender or the Issuing Bank prior to the making of such Loan or the issuance of such Letter of Credit. 12.4 Action Upon Default. Administrative Agent shall not be deemed to have knowledge of any Default or Event of Default unless it has received written notice from a Lender or Borrower specifying the occurrence and nature thereof. If any Lender acquires knowledge of a Default or Event of Default, it shall promptly notify Administrative Agent and the other Lenders thereof in writing. Each Lender agrees that, except as otherwise provided in any Loan Documents or with the written consent of Administrative Agent and Required Lenders, it will not take any Enforcement Action, accelerate its Obligations, or exercise any right that it might otherwise have under Applicable Law to credit bid at foreclosure sales, UCC sales or other similar dispositions of Collateral. Notwithstanding the foregoing, however, a Lender may take action to preserve or enforce its rights against an Obligor where a deadline or limitation period is applicable that would, absent such action, bar enforcement of Obligations held by such Lender, including the filing of proofs of claim in an Insolvency Proceeding. 12.5 Ratable Sharing. If any Lender shall obtain any payment or reduction of any Obligation, whether through set-off or otherwise, in excess of its share of such Obligation, determined on a Pro Rata basis or in accordance with Section 5.5, as applicable, such Lender shall forthwith purchase from Administrative Agent, Issuing Bank and the other applicable Lenders such participations in the affected Obligation as are necessary to cause the purchasing Lender to share the excess payment or reduction on a Pro Rata basis or in accordance with Section 5.5, as applicable. If any of such payment or reduction is thereafter recovered from the purchasing Lender, the purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. 12.6

Indemnification of Agent Indemnitees and Issuing Bank Indemnitees.

12.6.1 INDEMNIFICATION. EACH LENDER SHALL INDEMNIFY AND HOLD HARMLESS EACH OF THE AGENT INDEMNITEES AND ISSUING BANK INDEMNITEES, TO THE EXTENT NOT REIMBURSED BY OBLIGORS (BUT WITHOUT LIMITING THE INDEMNIFICATION OBLIGATIONS OF OBLIGORS UNDER ANY LOAN DOCUMENTS), ON A PRO RATA BASIS (DETERMINED AS OF THE TIME THAT THE 163 DB1/ 90693583.6

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APPLICABLE UNREIMBURSED EXPENSE OR INDEMNITY PAYMENT IS SOUGHT BASED ON EACH LENDER’S SHARE OF THE TOTAL CREDIT EXPOSURE AT SUCH TIME), AGAINST ALL CLAIMS THAT MAY BE INCURRED BY OR ASSERTED AGAINST SUCH AGENT INDEMNITEE OR ISSUING BANK INDEMNITEE (INCLUDING ANY SUCH UNPAID AMOUNT IN RESPECT OF A CLAIM ASSERTED BY SUCH LENDER); PROVIDED THAT NO LENDER SHALL HAVE ANY OBLIGATION TO INDEMNIFY OR HOLD HARMLESS ANY AGENT INDEMNITEES OR ISSUING BANK INDEMNITEE FOR ANY CLAIM THAT IS DETERMINED IN A FINAL, NONAPPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO RESULT FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH AGENT INDEMNITEE OR ISSUING BANK INDEMNITEE. If any Agent or Issuing Bank is sued by any receiver, trustee in bankruptcy, debtor-in-possession or other Person for any alleged preference from an Obligor or fraudulent transfer, then any monies paid by such Agent in settlement or satisfaction of such proceeding, together with all interest, costs and expenses (including attorneys’ fees) incurred in the defense of same, shall be promptly reimbursed to such Agent by Lenders to the extent of each Lender’s Pro Rata share. 12.6.2 Proceedings. Without limiting the generality of the foregoing, if at any time (whether prior to or after the Commitment Termination Date) any proceeding is brought against any Agent Indemnitees by an Obligor, or any Person claiming through an Obligor, to recover damages for any act taken or omitted by any Agent in connection with any Obligations, Collateral, Loan Documents or matters relating thereto, or otherwise to obtain any other relief of any kind on account of any transaction relating to any Loan Documents, each Lender agrees to indemnify and hold harmless Agent Indemnitees with respect thereto and to pay to Agent Indemnitees such Lender’s Pro Rata share of any amount that any Agent Indemnitee is required to pay under any judgment or other order entered in such proceeding or by reason of any settlement, including all interest, costs and expenses (including attorneys’ fees) incurred in defending same; provided that no Lender shall be liable for payment of any such amount to the extent that it is determined in a final, non-appealable judgment by a court of competent jurisdiction that such judgment, order or settlement resulted from any Agent Indemnitees’ gross negligence or willful misconduct. In Administrative Agent’s discretion, Administrative Agent may reserve for any such proceeding, and may satisfy any judgment, order or settlement, from proceeds of Collateral prior to making any distributions of Collateral proceeds to Lenders provided that it has not been determined in a final, non-appealable judgment by a court of competent jurisdiction that such judgment, order or settlement resulted from any Agent Indemnitees’ gross negligence or willful misconduct. 12.7 Limitation on Responsibilities of Administrative Agent. No Agent shall be liable to Lenders for any action taken or omitted to be taken under the Loan Documents, except for losses directly and solely caused by such Agent’s gross negligence or willful misconduct. No Agent assumes any responsibility for any failure or delay in performance or any breach by any Obligor or Lender of any obligations under the Loan Documents. No Agent makes to Lenders any express or implied warranty, representation or guarantee with respect to any Obligations, Collateral, Loan Documents or Obligor. No Agent Indemnitee shall be responsible to Lenders for any recitals, statements, information, representations or warranties contained in any Loan Documents; the execution, validity, genuineness, effectiveness or enforceability of any Loan 164 DB1/ 90693583.6

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Documents; the genuineness, enforceability, collectability, value, sufficiency, location or existence of any Collateral, or the validity, extent, perfection or priority of any Lien therein; the validity, enforceability or collectability of any Obligations; or the assets, liabilities, financial condition, results of operations, business, creditworthiness or legal status of any Obligor or Account Debtor. No Agent Indemnitee shall have any obligation to any Lender to ascertain or inquire into the existence of any Default or Event of Default, the observance or performance by any Obligor of any terms of the Loan Documents, or the satisfaction of any conditions precedent contained in any Loan Documents. 12.8

Successor Agents. 12.8.1

Resignation; Successor Agent.

(a) The Administrative Agent may at any time give notice of its resignation to the Lenders, the Issuing Banks and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate or branch of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Applicable Agent may (but shall not be obligated to) on behalf of the Lenders and the Issuing Banks, appoint a successor Administrative Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date. (b) If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by Applicable Law, by notice in writing to the Borrower Agent and such Person remove such Person as Administrative Agent and, in consultation with the Borrower Agent, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the Issuing Banks under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) except for any indemnity payments or other amounts then owed to the retiring or removed Administrative Agent all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all 165 DB1/ 90693583.6

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of the rights, powers, privileges and duties of the retiring (or removed) Administrative Agent (other than as provided in Section 5.8.3 and other than any rights to indemnity payments or other amounts owed to the retiring or removed Administrative Agent as of the Resignation Effective Date or the Removal Effective Date, as applicable) and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring or removed Administrative Agentâ&#x20AC;&#x2122;s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article and Section 14.2 shall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub-agents and its Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Administrative Agent was acting as Administrative Agent. (d) Any resignation by or removal of Bank of America as Administrative Agent pursuant to this Section shall also constitute its resignation as Issuing Bank and as provider of Swingline Loans. If Bank of America resigns as an Issuing Bank, it shall retain all the rights, powers, privileges and duties of the Issuing Bank hereunder with respect to all Letters of Credit issued by it and that are outstanding as of the effective date of its resignation as Issuing Bank and all LC Obligations with respect thereto. If Bank of America resigns as the provider of Swingline Loans, it shall retain all the rights of the provider of Swingline Loans provided for hereunder with respect to Swingline Loans made by it and outstanding as of the effective date of such resignation. Upon the appointment by the Borrower of a successor Issuing Bank or provider of Swingline Loans hereunder (which successor shall in all cases be a Lender other than a Defaulting Lender), (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank or provider of Swingline Loans, as applicable, (b) the retiring Issuing Bank or provider of Swingline Loans shall be discharged from all of its respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Issuing Bank shall issue Letters of Credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to Bank of America to effectively assume the obligations of Bank of America with respect to such Letters of Credit. Any successor by merger, amalgamation or acquisition of the stock or assets of Bank of America shall continue to be Administrative Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above. 12.8.2 Separate Agent. It is the intent of the parties that there shall be no violation of any Applicable Law denying or restricting the right of financial institutions to transact business in any jurisdiction. If any Agent believes that it may be limited in the exercise of any rights or remedies under the Loan Documents due to any Applicable Law, such Agent may appoint an additional Person who is not so limited, as a separate collateral agent or cocollateral agent. If any Agent so appoints a collateral agent or co-collateral agent, each right and remedy intended to be available to such Agent under the Loan Documents shall also be vested in such separate agent. Every covenant and obligation necessary to the exercise thereof by such agent shall run to and be enforceable by it as well as such Agent. Lenders shall execute and deliver such documents as each Agent deems appropriate to vest any rights or remedies in such agent. If any collateral agent or co-collateral agent shall die or dissolve, become incapable of 166 DB1/ 90693583.6

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acting, resign or be removed, then all the rights and remedies of such agent, to the extent permitted by Applicable Law, shall vest in and be exercised by the Administrative Agent until appointment of a new agent. 12.9 Due Diligence and Non-Reliance. Each Lender acknowledges and agrees that it has, independently and without reliance upon any Agent or any other Lenders, and based upon such documents, information and analyses as it has deemed appropriate, made its own credit analysis of each Obligor and its own decision to enter into this Agreement and to fund Loans and participate in LC Obligations hereunder. Each Lender has made such inquiries concerning the Loan Documents, the Collateral and each Obligor as such Lender feels necessary. Each Lender further acknowledges and agrees that the other Lenders and Agents have made no representations or warranties concerning any Obligor, any Collateral or the legality, validity, sufficiency or enforceability of any Loan Documents or Obligations. Each Lender will, independently and without reliance upon the other Lenders or Agents, and based upon such financial statements, documents and information as it deems appropriate at the time, continue to make and rely upon its own credit decisions in making Loans and participating in LC Obligations, and in taking or refraining from any action under any Loan Documents. Except for notices, reports and other information expressly requested by a Lender, no Agent shall have any duty or responsibility to provide any Lender with any notices, reports or certificates furnished to any Agent by any Obligor or any credit or other information concerning the affairs, financial condition, business or Properties of any Obligor (or any of its Affiliates) which may come into possession of the Administrative Agent or any of such Agentâ&#x20AC;&#x2122;s Affiliates. 12.10 Replacement of Certain Lenders. In the event that any Lender (a) fails to fund its Pro Rata share of any Loan or LC Obligation hereunder, and such failure is not cured within two Business Days, (b) defaults in performing any of its obligations under the Loan Documents, or (c) fails to give its consent to any amendment, waiver or action for which consent of all Lenders was required and Required Lenders consented, then, in addition to any other rights and remedies that any Person may have, Administrative Agent may, by notice to such Lender within 120 days after such event, require such Lender to assign all of its rights and obligations under the Loan Documents to Eligible Assignee(s) specified by Administrative Agent, pursuant to appropriate Assignment and Assumption Agreement(s) and within 20 days after Administrative Agentâ&#x20AC;&#x2122;s notice. Administrative Agent is irrevocably appointed as attorney-in-fact to execute any such Assignment and Assumption Agreement if the Lender fails to execute same. Such Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents, including all principal, interest and fees through the date of assignment (but excluding any prepayment charge). 12.11 Remittance of Payments and Collections. 12.11.1 Remittances Generally. All payments by any Lender to Administrative Agent shall be made by the time and on the day set forth in this Agreement, in immediately available funds. If no time for payment is specified or if payment is due on demand by Administrative Agent and request for payment is made by Administrative Agent by 11:00 a.m. on a Business Day, payment shall be made by Lender not later than 2:00 p.m. on such day, and if request is made after 11:00 a.m., then payment shall be made by 11:00 a.m. on the next Business Day. Payment by Administrative Agent to any Lender shall be made by wire transfer, 167 DB1/ 90693583.6

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in the type of funds received by Administrative Agent. Any such payment shall be subject to Administrative Agent’s right of offset for any amounts due from such Lender under the Loan Documents. 12.11.2 Failure to Pay. If any Lender fails to pay any amount when due by it to Administrative Agent pursuant to the terms hereof, such amount shall bear interest from the due date until paid at the rate determined by Administrative Agent as customary in the banking industry for interbank compensation. In no event shall Borrower be entitled to receive credit for any interest paid by a Lender to Administrative Agent. 12.11.3 Recovery of Payments. If Administrative Agent pays any amount to a Lender in the expectation that a related payment will be received by Administrative Agent from an Obligor and such related payment is not received, then Administrative Agent may recover such amount from each Lender that received it. If Administrative Agent determines at any time that an amount received under any Loan Document must be returned to an Obligor or paid to any other Person pursuant to Applicable Law or otherwise, then, notwithstanding any other term of any Loan Document, Administrative Agent shall not be required to distribute such amount to any Lender. If any amounts received and applied by Administrative Agent to any Obligations are later required to be returned by Administrative Agent pursuant to Applicable Law, Lenders shall pay to Administrative Agent, on demand, such Lender’s Pro Rata share of the amounts required to be returned. 12.12 Agents in their Individual Capacity. As a Lender, Bank of America shall have the same rights and remedies under the other Loan Documents as any other Lender, and the terms “Lenders,” and “Required Lenders” or any similar term shall include Bank of America in its capacity as a Lender. Bank of America and its Affiliates may accept deposits from, maintain deposits or credit balances for, invest in, lend money to, provide Bank Products to, act as trustee under indentures of, own securities of, serve as financial or other advisor to, and generally engage in any kind of business with, Obligors and their Affiliates, as if Bank of America were any other bank, without any duty to account therefor (including any fees or other consideration received in connection therewith) to the other Lenders. In its individual capacity, Bank of America and its Affiliates may receive information regarding Obligors, their Affiliates and their Account Debtors (including information subject to confidentiality obligations), and each Lender agrees that Bank of America and its Affiliates shall be under no obligation to provide such information to Lenders, if acquired in such individual capacity and not as an Agent hereunder. 12.13 Agent Titles. Each Lender (if any), other than Bank of America and Wells Fargo, that is designated (on the cover page of this Agreement or otherwise) by Bank of America as an “agent”, “book runner” or “arranger” of any type shall not have any right, power, responsibility or duty under any Loan Documents other than those applicable to all Lenders, and shall in no event be deemed to have any fiduciary relationship with any other Lender. 12.14 No Third Party Beneficiaries. This Section 12 is an agreement solely among Lenders and Agents, and does not confer any rights or benefits upon Obligors or any other Person. As between Obligors and Agents, any action that any Agent may take under any Loan Documents shall be conclusively presumed to have been authorized and directed by Lenders as herein provided. 168 DB1/ 90693583.6

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12.15 Loan Documents; Intercreditor Agreement. Each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto. Without limiting the generality of the foregoing, the Lenders hereby irrevocably authorize the Agents (or any of them) to enter into any Intercreditor Acknowledgement (or any further amendment or acknowledgement thereto) and agree to be bound by the provisions thereof. 12.16 Administrative Agent May File Proofs of Claim; Credit Bidding. 12.16.1 Proofs of Claim. In case of the pendency of any proceeding under any debtor relief law or any other judicial proceeding relative to any Obligor, the Administrative Agent (irrespective of whether the principal of any Loan or LC Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the such Administrative Agent shall have made any demand on the Borrowers) shall be entitled and empowered, by intervention in such proceeding or otherwise: (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the Issuing Banks, the Administrative Agent and the other Secured Parties (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the Issuing Banks, the Administrative Agent and the other Secured Parties and their respective agents and counsel) allowed in such judicial proceeding; and (b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; (c) and any custodian, receiver, assignee, interim receiver, trustee, liquidator, monitor, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Secured Party to make such payments to such Administrative Agent and, if Administrative Agent shall consent to the making of such payments directly to the Secured Party, to pay to Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 3.2 and 3.4. (d) Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Secured Party any plan of reorganization, arrangement, adjustment or composition or any proposal affecting the Obligations or the rights of any Secured Party to authorize the Administrative Agent to vote in respect of the claim of any Secured Party or in any such proceeding. 12.16.2 Credit Bid. The Secured Parties hereby irrevocably authorize the Administrative Agent, at the direction of the Required Lenders, to credit bid all or any portion of the Obligations (including accepting some or all of the Collateral in satisfaction of some or all of the Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner 169 DB1/ 90693583.6

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purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral (a) at any sale thereof conducted under the provisions of the Bankruptcy Code of the United States, including under Sections 363, 1123 or 1129 of the Bankruptcy Code of the United States, or any similar Applicable Laws in any other jurisdictions to which an Obligor is subject, or (b) at any other sale or foreclosure or acceptance of collateral in lieu of debt conducted by (or with the consent or at the direction of) the Administrative Agent (whether by judicial action or otherwise) in accordance with any Applicable Law. In connection with any such credit bid and purchase, the Obligations owed to the Secured Parties shall be entitled to be, and shall be, credit bid on a ratable basis (with Obligations with respect to contingent or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that would vest upon the liquidation of such claims in an amount proportional to the liquidated portion of the contingent claim amount used in allocating the contingent interests) in the asset or assets so purchased (or in the Capital Stock or debt instruments of the acquisition vehicle or vehicles that are used to consummate such purchase). In connection with any such bid (i) the Administrative Agent shall be authorized to form one or more acquisition vehicles to make a bid, (ii) to adopt documents providing for the governance of the acquisition vehicle or vehicles (provided that any actions by the Administrative Agent with respect to such acquisition vehicle or vehicles, including any disposition of the assets or Capital Stock thereof shall be governed, directly or indirectly, by the vote of the Required Lenders, irrespective of the termination of this Agreement and without giving effect to the limitations on actions by the Required Lenders contained in clauses (a) through (e) of Section 14.1.1 of this Agreement, and (iii) to the extent that Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of another bid being higher or better, because the amount of Obligations assigned to the acquisition vehicle exceeds the amount of debt credit bid by the acquisition vehicle or otherwise), such Obligations shall automatically be reassigned to the Lenders pro rata and the Capital Stock and/or debt instruments issued by any acquisition vehicle on account of the Obligations that had been assigned to the acquisition vehicle shall automatically be cancelled, without the need for any Secured Party or any acquisition vehicle to take any further action. 12.17 Bank Product Providers. No Lender or any of its branches or Affiliates that provides Bank Products and obtains the benefits of Section 5.5.3, any Guaranty or any Collateral by virtue of the provisions hereof or of any Guaranty or any Loan Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Section 12 to the contrary, Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Obligations arising in respect of Bank Product Debt unless Administrative Agent has received written notice of such Obligations, together with such supporting documentation as Administrative Agent may request, from the applicable provider of such Bank Products, as the case may be. SECTION 13. BENEFIT OF AGREEMENT; ASSIGNMENTS AND PARTICIPATIONS 13.1 Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that no Obligor may assign or otherwise transfer any of its rights or obligations 170 DB1/ 90693583.6

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hereunder without the prior written consent of Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee in accordance with the provisions of Section 13.2, (ii) by way of participation in accordance with the provisions of Section 13.3 or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Sections 13.2.3 (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in Section 13.3 and, to the extent expressly contemplated hereby, the Related Parties of each of Administrative Agent, the Issuing Bank and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement. 13.2

Assignments.

13.2.1 Assignments by Lenders. Any Lender may at any time 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 (including for purposes of this Section 13.2.1, participations in LC Obligations and Swingline Loans) at the time owing to it); provided that: (i) the aggregate amount of the Tranche A Revolver Commitment (which for this purpose includes Tranche A Revolver Loans outstanding thereunder) or, if the Tranche A Revolver Commitment is not then in effect, the principal outstanding balance of the Tranche A Revolver Loans of the assigning Tranche A 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 or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 (unless such assignment is of the entire remaining amount of the assigning Lender’s Tranche A Revolver Commitment and Tranche A Revolver Loans at the time owing to), and shall be subject to the consent of each of (A) Administrative Agent and, (B) so long as no Event of Default has occurred and is continuing, the Borrower Agent (each such consent not to be unreasonably withheld or delayed), provided that the Borrower Agent shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof, provided further that no consent shall be required in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund with respect to a Lender, (ii) the aggregate amount of the Tranche A-1 Revolver Commitment (which for this purpose includes Tranche A Revolver Loans outstanding thereunder) or, if the Tranche A-1 Revolver Commitment is not then in effect, the principal outstanding balance of the Tranche A-1 Revolver Loans of the assigning Tranche A-1 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 or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $500,000 (unless such assignment is of the entire remaining amount of the assigning Lender’s Tranche A-1 Revolver Commitment and Tranche A-1 Revolver Loans at the time owing to), and shall be subject to the consent of each of (A) Administrative Agent and, (B) so long as no Event 171 DB1/ 90693583.6

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of Default has occurred and is continuing, the Borrower Agent (each such consent not to be unreasonably withheld or delayed), provided that the Borrower Agent shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof, provided further that no consent shall be required in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund with respect to a Lender, and (iii)

[Reserved];

(iv) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lenderâ&#x20AC;&#x2122;s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned, except that this clause (iv) shall not apply to rights in respect of Swingline Loans; (v) (A) any assignment of a Commitment must be approved by Administrative Agent and (B) any assignment of a Tranche A Revolver Commitment must be approved by the Issuing Bank and the provider of Swingline Loans thereunder, in each case, unless the Person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); (vi) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to Administrative Agent an administrative questionnaire in Administrative Agentâ&#x20AC;&#x2122;s customary form; and (vii) in connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof, as appropriate (which may be outright payment, purchases by the assignee of participations or sub-participations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable Pro Rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (A) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent or any Lender hereunder (and interest accrued thereon) and (B) acquire (and fund as appropriate) its full Pro Rata share of all Loans and participations in Letters of Credit, Bankersâ&#x20AC;&#x2122; Acceptances and Swingline Loans; provided, however, that notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under Applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs. Subject to acceptance and recording thereof by Administrative Agent pursuant to Section 13.2, from and after the effective date specified in each Assignment and Assumption, the 172 DB1/ 90693583.6

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Eligible Assignee thereunder shall be a party to this Agreement 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 3.4, 3.6, 3.7, 3.9, 5.8, 5.9 and 14.2 with respect to facts and circumstances occurring prior to the effective date of such assignment; provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Upon request, the Borrower (at Borrower’s expense) shall execute and deliver a Note to the assignee Lender, provided that the assignor Lender has returned to the Borrower any Note issued to it in respect of the Loans and Commitments assigned to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 13.3. 13.2.2 Register. Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain at Administrative Agent’s office a copy of each Assignment and Assumption delivered to it (or the equivalent thereof in electronic form) and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the Loans and LC Obligations owing to, each Lender pursuant to the terms hereof from time to time, and information regarding the designation, and revocation of designation, of any Lender as a Defaulting Lender (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, Administrative and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower and the Issuing Bank at any reasonable time and from time to time upon reasonable prior notice. In addition, at any time that a request for a consent for a material or substantive change to the Loan Documents is pending, any Lender may request and receive from Administrative Agent a copy of the Register. 13.2.3 Certain Pledges. Nothing herein shall limit the right of a Lender to pledge or assign any rights under the Loan Documents to (i) any Federal Reserve Bank or the United States Treasury as collateral security pursuant to Regulation A of the Board of Governors and any Operating Circular issued by such Federal Reserve Bank, or (ii) counterparties to swap agreements relating to any Loans; provided that any payment by Borrower to the assigning Lender in respect of any Obligations assigned as described in this sentence shall satisfy Borrower’s obligations hereunder to the extent of such payment, and no such assignment shall release the assigning Lender from its obligations hereunder. 13.2.4 Electronic Execution of Assignments. The words “execute,” “execution,” “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Agreement and the transactions contemplated hereby (including, without limitation, Assignment and Assumptions, amendments or other Borrowing Notices, Swingline Loan Notices, waivers and consents), shall be deemed to include electronic signatures, 173 DB1/ 90693583.6

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the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein to the contrary no Agent is under any obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by such Agent pursuant to procedures approved by it. 13.3

Participations.

13.3.1 Participations. Any Lender may at any time, without the consent of, or notice to, any Borrower or any Agent, sell participations to any Person (other than a natural person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural Person) or any Obligor or any Affiliate or Subsidiary of any Obligor) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in LC Obligations and/or Swingline Loans, as the case may be) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) the Borrower, Agents, the Lenders and the Issuing Bank shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and (iv) the Lender shall maintain a register with respect to any such Participant in a manner substantially similar to that provided under Section 13.2. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 12.6.1 without regard to the existence of any participation. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in Section 14.1.1 that affects such Participant. Subject to Section 13.3.2, the Obligors agree that each Participant shall be entitled to the benefits of Sections 3.6, 3.9, 5.8 and 5.9 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.2 (it being understood that the documentation required under Section 5.8.5 shall be delivered to the Lender who sells the participation); provided that such Participant agrees to be subject to the provisions of Sections 3.6 as if it were an assignee under Section 13.3.2. Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.6 with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.4 as though it were a Lender, provided that such Participant agrees to be subject to Section 5.5 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, 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 174 DB1/ 90693583.6

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Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such 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 Agents (in their capacity as Agents) shall have no responsibility for maintaining a Participant Register. 13.3.2 Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.6, 5.8 or 5.9 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 5.8 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 5.8 as though it were a Lender. 13.4 Tax Treatment. If any interest in a Loan Document is transferred to a Transferee that is organized under the laws of any jurisdiction other than the United States or any state or district thereof, the transferor Lender shall cause such Transferee, concurrently with the effectiveness of such transfer, to comply with the provisions of Section 5.8. 13.5 Representation of Lenders. Each Lender represents and warrants to Borrower, Administrative Agent and each of the other Lenders that neither the consideration used by it to fund its Loans or to participate in any other transactions under this Agreement nor the interests of such Lender in and under the Loan Documents shall constitute “plan assets” within the meaning of 29 C.F.R. §2510.3-101, as modified by Section 3(42) of ERISA, of any “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to Title I of ERISA or any “plan” (within the meaning of Section 4975 of the Internal Revenue Code) that is subject to Section 4975 of the Internal Revenue Code. SECTION 14. MISCELLANEOUS 14.1

Consents, Amendments and Waivers.

14.1.1 Amendment. No modification of any Loan Document, including any extension or amendment of a Loan Document or any waiver of a Default or Event of Default, shall be effective without the prior written agreement of Administrative Agent, with the consent of Required Lenders, and each Obligor party to such Loan Document; provided, however, that (a) without the prior written consent of (i) Administrative Agent, no modification shall be effective with respect to any provision in a Loan Document that relates to any rights, duties or discretion of Administrative Agent or (ii) each Co-Collateral Agent, no 175 DB1/ 90693583.6

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modification shall be effective with respect to any provision in a Loan Document that relates to any rights, duties or discretion of the such Co-Collateral Agent; (b) without the prior written consent of applicable Issuing Bank, no modification shall be effective with respect to any LC Obligations, Section 2.3 or any other provision in a Loan Document that relates to any rights or duties of the Issuing Bank; (c) without the prior written consent of each affected Lender, no modification shall be effective that would (i) increase any of the Tranche A Revolver Commitment or the Tranche A-1 Revolver Commitment of such Lender; (ii) reduce the amount of, or waive, postpone or delay payment of, any scheduled payment of principal, interest, fees or other amounts payable to such Lender (excluding mandatory prepayments under Section 2.2.4); (iii) amend the definition of Pro Rata (except in connection with any increase in the Commitments); (iv) amend the definitions of Tranche A Borrowing Base or Tranche A-1 Borrowing Base (and the defined terms used, directly or indirectly, in such definitions), or the definitions of or Maximum Borrowing Amount if as a result thereof the amounts available to be borrowed by the Borrower would be increased (it being understood that amendments to the Tranche A Borrowing Base (and the defined terms used, directly or indirectly, in such definition) that result in any increase in amounts available to be borrowed by the Borrower affect the Tranche A-1 Lenders); provided, however, that the foregoing shall not limit the discretion of the Administrative Agent to change, establish or eliminate any Availability Reserves; and provided, further, that changes to the “Availability Block” shall only require the written consent of the Required Lenders and the Tranche A-1 Lenders; (v) increase any advance rate (it being understood that any increase in the advance rates under the Tranche A Borrowing Base affects the Tranche A-1 Lenders); or (vi) waive any condition set forth, in the case of the initial credit extensions on the Closing Date, in Section 6.1 (other than Section 6.1(g) with respect to fees payable to or for the account of any Agent); (d) change (i) any provision of this Section 14.1.1 or the definition of “Required Lenders” without the written consent of each Lender or (ii) the definition of “Required Tranche A Lenders” without the written consent of each Tranche A Lender; (e) without the prior written consent of all Lenders (except a Defaulting Lender as provided in clause (f) below), no modification shall be effective that would (i) extend the Termination Date; (ii) alter Section 5.5 or Section 7; (iii) release all or substantially all of the Collateral (excluding the release of “cash collateral”, as defined in Section 363(a) of the Bankruptcy Code pursuant to a cash collateral stipulation with the U.S. Debtors approved by Required Lenders); or (iv) release all or substantially all of the value of the Guaranties of the Guarantors; and (f) notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any 176 DB1/ 90693583.6

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Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender. 14.1.2 Limitations. The agreement of Borrower shall not be necessary to the effectiveness of any modification of a Loan Document that deals solely with the rights and duties of Lenders, Agents and/or Issuing Bank as among themselves. Only the consent of the parties to the Fee Letter or any agreement relating to a Bank Product shall be required for any modification of such agreement, and no Affiliate of a Lender that is party to a Bank Product agreement shall have any other right to consent to or participate in any manner in modification of any other Loan Document. The making of any Loans or the issuance of Letters of Credit during the existence of a Default or Event of Default shall not be deemed to constitute a waiver of such Default or Event of Default, nor to establish a course of dealing. Any waiver or consent granted by Lenders hereunder shall be effective only if in writing, and then only in the specific instance and for the specific purpose for which it is given. 14.1.3 Payment for Consents. Borrower will not, directly or indirectly, pay any remuneration or other thing of value, whether by way of additional interest, fee or otherwise, to any Lender (in its capacity as a Lender hereunder) as consideration for agreement by such Lender with any modification of any Loan Documents, unless such remuneration or value is concurrently paid, on the same terms, on a Pro Rata basis to all Lenders providing their consent. 14.2 Indemnity. THE BORROWER SHALL INDEMNIFY AND HOLD HARMLESS THE INDEMNITEES AGAINST ANY AND ALL LIABILITIES, OBLIGATIONS, LOSSES, CLAIMS, DAMAGES, PENALTIES, JUDGMENTS, PROCEEDINGS, COSTS AND EXPENSES OF ANY KIND (INCLUDING REMEDIAL RESPONSE COSTS, REASONABLE ATTORNEYSâ&#x20AC;&#x2122; FEES AND EXTRAORDINARY EXPENSES) AT ANY TIME (INCLUDING AFTER FULL PAYMENT OF THE OBLIGATIONS, RESIGNATION OR REPLACEMENT OF ANY AGENT, OR REPLACEMENT OF ANY LENDER) INCURRED BY OR ASSERTED AGAINST ANY INDEMNITEE IN ANY WAY RELATING TO (A) ANY LOAN DOCUMENTS, THE TRANSACTIONS OR TRANSACTIONS RELATING THERETO, (B) ANY ACTION TAKEN OR OMITTED TO BE TAKEN BY ANY INDEMNITEE IN CONNECTION WITH ANY LOAN DOCUMENTS, OR, IN THE CASE OF THE AGENT INDEMNITEES ONLY, THE ADMINISTRATION OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (INCLUDING IN RESPECT OF ANY MATTERS ADDRESSED IN SECTION 5.8), (C) THE EXISTENCE OR PERFECTION OF ANY LIENS, OR REALIZATION UPON ANY COLLATERAL, (D) EXERCISE OF ANY RIGHTS OR REMEDIES UNDER ANY LOAN DOCUMENTS OR APPLICABLE LAW, (E) FAILURE BY ANY OBLIGOR TO PERFORM OR OBSERVE ANY TERMS OF ANY LOAN DOCUMENT, IN EACH CASE INCLUDING ALL COSTS AND EXPENSES RELATING TO ANY INVESTIGATION, LITIGATION, ARBITRATION OR OTHER PROCEEDING (INCLUDING AN INSOLVENCY PROCEEDING OR APPELLATE PROCEEDINGS), WHETHER OR NOT THE APPLICABLE INDEMNITEE IS A PARTY THERETO, (F) ANY LOAN OR LETTER OF CREDIT OR THE USE OR PROPOSED USE OF THE PROCEEDS THEREFROM (INCLUDING ANY REFUSAL BY THE ISSUING BANK TO HONOR A DEMAND FOR PAYMENT UNDER A LETTER OF CREDIT IF THE DOCUMENTS PRESENTED IN CONNECTION WITH SUCH DEMAND DO NOT STRICTLY COMPLY WITH THE TERMS 177 DB1/ 90693583.6

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OF SUCH LETTER OF CREDIT), (G) ANY ACTUAL OR ALLEGED ENVIRONMENTAL RELEASE ON OR FROM ANY PROPERTY OWNED OR OPERATED BY ANY BORROWER OR ANY OF ITS SUBSIDIARIES, OR ANY LIABILITY IN CONNECTION WITH ANY ACTUAL OR ALLEGED VIOLATION OF ANY ENVIRONMENTAL LAW RELATED IN ANY WAY TO ANY OBLIGOR OR ANY OF ITS SUBSIDIARIES, OR (H) ANY ACTUAL OR PROSPECTIVE CLAIM, LITIGATION, INVESTIGATION OR PROCEEDING RELATING TO ANY OF THE FOREGOING, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY, WHETHER BROUGHT BY A THIRD PARTY OR BY BORROWER OR ANY OTHER OBLIGOR (ALL OF THE FOREGOING HEREINAFTER, “CLAIMS”) THAT MAY BE INCURRED BY OR ASSERTED AGAINST ANY INDEMNITEE, INCLUDING CLAIMS ARISING FROM THE NEGLIGENCE OF AN INDEMNITEE. In no event shall any party to a Loan Document have any obligation thereunder to indemnify or hold harmless an Indemnitee with respect to a Claim that is determined in a final, non-appealable judgment by a court of competent jurisdiction to result from the gross negligence or willful misconduct of such Indemnitee. If any claim is made against any Indemnitee which may result in a claim under this Section 14.2 against Borrower, such Indemnitee or the Administrative Agent shall reasonably promptly send to Borrower Agent written notice thereof, and Borrower Agent shall have the right, at its expense and with counsel reasonably satisfactory to the Administrative Agent, to defend such claim. Neither any Indemnitee nor Borrower shall settle any such claim without the consent of the other party, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, the failure of such prompt notice shall not negate or impair the obligation of the Borrower under this Section 14.2, but shall give Borrower the right to withhold against any indemnity payment the amount of any actual damages incurred by Borrower as a result of the failure to give such reasonably prompt notice. This Section 14.2 shall not apply to any Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Taxes. 14.3

Notices and Communications.

14.3.1 Notice Address. Subject to Section 4.1.4, all notices, requests and other communications by or to a party hereto shall be in writing and shall be given to any Borrower, at Borrower Agent’s address shown on the signature pages hereof, and to any other Person at its address shown on Schedule 14.3 (or, in the case of a Person who becomes a Lender after the Closing Date, at the address shown on its Assignment and Assumption Agreement), or at such other address as a party may hereafter specify by notice in accordance with this Section 14.3. Each such notice, request or other communication shall be effective only (a) if given by facsimile transmission, when transmitted to the applicable facsimile number, if confirmation of receipt is received; (b) if given by mail, three Business Days after deposit in the mail, with firstclass postage pre-paid, addressed to the applicable address; (c) if given by personal delivery, when duly delivered to the notice address with receipt acknowledged; or (d) if given by electronic mail, to the extent provided in Section 14.3.2. Notwithstanding the foregoing, no notice to any Agent pursuant to Section 2.2, 2.3, 3.1.2 or 4.1.1 shall be effective until actually received by the individual to whose attention at such Agent such notice is required to be sent. Any written notice, request or other communication that is not sent in conformity with the foregoing provisions shall nevertheless be effective on the date actually received by the noticed 178 DB1/ 90693583.6

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party. Any notice received by Borrower Agent shall be deemed received by all Obligors and the Canadian Debtor. 14.3.2

Electronic Communications; Voice Mail.

(a) Notices and other communications to the Lenders and the Issuing Bank hereunder may be delivered or furnished by electronic communication (including e-mail, FpML messaging, and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender or the Issuing Bank pursuant to Section 2 if such Lender or the Issuing Bank, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent, the Issuing Bank or the Borrower Agent may each, 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. (b) 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 acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), 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; provided that, for both clauses (i) and (ii), if such notice, email or other communication is not sent during the normal business hours of the recipient, such notice, email or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient. Voice mail may not be used as effective notice under the Loan Documents. 14.3.3 Non-Conforming Communications. Administrative Agent and Lenders may rely upon any notices (including telephonic notices, Borrowing Notices, LC Applications and Swingline Loan Notices) purportedly given by or on behalf of Borrower even if such notices were not made in a manner specified herein, were incomplete or were not confirmed, or if the terms thereof, as understood by the recipient, varied from a later confirmation. Each Obligor shall indemnify and hold harmless each Indemnitee from any liabilities, losses, costs and expenses arising from any telephonic communication purportedly given by or on behalf of Borrower. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording. 14.3.4 Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON179 DB1/ 90693583.6

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INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall any Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to the Borrower, any Lender, any issuing Bank or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrower’s, any Obligor’s or any Agent’s transmission of Borrower Materials or notices through the Platform, any other electronic messaging service, or through the Internet. 14.3.5 Change of Address, Etc. Each of the Obligors, Administrative Agent, and the Issuing Banks may change their address, facsimile or telephone number for notices and other communications hereunder by notice to the other parties hereto. Each other Lender may change its address, facsimile or telephone number for notices and other communications hereunder by notice to the Borrower Agent, the Administrative Agent and the Issuing Bank. In addition, each Lender agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent has on record (i) an effective address, contact name, telephone number, facsimile number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender. Furthermore, each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and Applicable Law, including Securities Laws, to make reference to Borrower Materials that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Borrower or its securities for purposes of Securities Laws. 14.4 Performance of Borrower’s Obligations. Administrative Agent may, in its discretion at any time and from time to time after the occurrence, and during the continuance, of an Event of Default, at Borrower’s expense, pay any amount or do any act required of an Obligor under any Loan Documents or otherwise lawfully requested by Administrative Agent to (a) enforce any Loan Documents or collect any Obligations; (b) protect, insure, maintain or realize upon any Collateral; or (c) defend or maintain the validity or priority of Administrative Agent’s Liens in any Collateral, including any payment of a judgment, insurance premium, warehouse charge, finishing or processing charge, or landlord claim, or any discharge of a Lien. All payments, costs and expenses (including Extraordinary Expenses) of Administrative Agent under this Section 14.4 shall be reimbursed to Administrative Agent by Borrower, on demand, with interest from the date incurred to the date of payment thereof at the Default Rate applicable to Base Rate Tranche A-1 Revolver Loans. Any payment made or action taken by Administrative Agent under this Section 14.4 shall be without prejudice to any right to assert an Event of Default or to exercise any other rights or remedies under the Loan Documents. 14.5 Credit Inquiries. Each Obligor hereby authorizes Administrative Agent and Lenders (but they shall have no obligation) to respond to usual and customary credit inquiries from third parties concerning any Obligor or Subsidiary. 14.6 Severability. Wherever possible, each provision of the Loan Documents shall be interpreted in such manner as to be valid under Applicable Law. If any provision is found to be 180 DB1/ 90693583.6

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invalid under Applicable Law, it shall be ineffective only to the extent of such invalidity and the remaining provisions of the Loan Documents shall remain in full force and effect. Without limiting the foregoing provisions of this Section 14.6, if and to the extent that the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by the Bankruptcy Code or any Canadian Debtor Relief Laws, as determined in good faith by the Administrative Agent, the Issuing Bank or the Administrative Agent, in its capacity as a provider of Swingline Loans, as applicable, then such provisions shall be deemed to be in effect only to the extent not so limited. 14.7 Cumulative Effect; Conflict of Terms. The provisions of the Loan Documents are cumulative. The parties acknowledge that the Loan Documents may use several different limitations, tests or measurements to regulate the same or similar matters, and they agree that these are cumulative and that each must be performed as provided. Except as otherwise specifically provided in another Loan Document (by specific reference to the applicable provision of this Agreement), if any provision contained herein is in direct conflict with any provision in another Loan Document, the provision herein shall govern and control. 14.8 Counterparts; Facsimile and Electronic Signatures. Any Loan Document may be executed in counterparts, each of which taken together shall constitute one instrument. Loan Documents may be executed and delivered by facsimile or electronic communication, and they shall have the same force and effect as manually signed originals. Administrative Agent may require confirmation by a manually-signed original, but failure to request or deliver same shall not limit the effectiveness of any such facsimile signature or signature received by electronic communications. 14.9 Entire Agreement. Time is of the essence of the Loan Documents. The Loan Documents, and any separate letter agreements with respect to fees payable to the Administrative Agent or the Issuing Bank, embody the entire understanding of the parties with respect to the subject matter thereof and supersede all prior understandings regarding the same subject matter. If any provision in this Agreement or any other Loan Document conflicts with any provision in the Interim Order, Final Order, or the Canadian Order, the provisions in the applicable [Order] shall govern and control. 14.10 Obligations of Lenders Several. The obligations of each Lender hereunder are several and not joint, and no Lender shall be responsible for the obligations or Commitments of any other Lender. The failure of any Lender to make any Loan, to fund any participation in any Letter of Credit, Bankersâ&#x20AC;&#x2122; Acceptance or Loan or to make any payment under Section 12.6 on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan, to purchase its participation or to make its payment under Section 12.6. Nothing in this Agreement and no action of Administrative Agent or Lenders pursuant to the Loan Documents shall be deemed to constitute Administrative Agent and Lenders to be a partnership, association, joint venture or any other kind of entity, nor to constitute control of any Obligor. 14.11 Confidentiality. During the term of this Agreement, Administrative Agent and Lenders agree to take reasonable precautions to maintain the confidentiality of any Information (as defined below) that Obligors deliver to Administrative Agent and Lenders, except that any 181 DB1/ 90693583.6

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Administrative Agent and any Lender may disclose such Information (a) to their respective officers, directors, employees, trustees, Affiliates, agents and other Related Parties, including legal counsel, auditors and other professional advisors; (b) to any party to the Loan Documents from time to time; (c) pursuant to the order of any court or administrative agency; (d) to the extent required or requested by any Governmental Authority or other regulatory authority exercising regulatory authority over Administrative Agent or such Lender or their Related Persons; (e) which ceases to be confidential, other than by an act or omission of Administrative Agent or any Lender, or which becomes available to Administrative Agent or any Lender on a nonconfidential basis; (f) to the extent reasonably required in connection with any litigation relating to any Loan Documents or transactions contemplated thereby, or otherwise as required by Applicable Law; (g) to the extent reasonably required for the exercise of any rights or remedies under the Loan Documents; (h) to any actual or proposed party (or its Related Parties) to a Bank Product or to any Transferee, as long as such Person agrees to be bound by the provisions of this Section 14.11; (i) to the National Association of Insurance Commissioners or any similar organization, or to any nationally recognized rating agency that requires access to information about a Lender’s portfolio in connection with ratings issued with respect to such Lender; (j) to any investor or potential investor in an Approved Fund that is a Lender or Transferee, but solely for use by such investor to evaluate an investment in such Approved Fund, or to any manager, servicer or other Person in connection with its administration of any such Approved Fund; (k) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder, (l) with the consent of Borrower Agent, (m) 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 Administrative Agent, any Lender, any Issuing Bank or any of their respective Affiliates or branches on a nonconfidential basis from a source other than the Borrower. In addition, the Administrative Agent and the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry and service providers to the Administrative Agent and the Lenders in connection with the administration of this Agreement, the other Loan Documents, and the Commitments. Notwithstanding the foregoing, Administrative Agent and Lenders may issue and disseminate to the public general information describing this credit facility, including the names and addresses of Obligors and a general description of Obligors’ businesses, and may (so long as the Borrower Agent has previously reviewed and approved the form of such advertisement or promotional materials) use Obligors’ names in advertising and other promotional materials. Notwithstanding any other provision in this Agreement, Administrative Agent hereby agrees that the Borrower (and each of its officers, directors, employees, accountants, attorneys and other advisors) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the credit facilities provided for hereunder and the transactions contemplated hereby and all materials of any kind (including opinions and other tax analyses) that are provided to it relating to such tax treatment and tax structure. For purposes of this Section 14.11, “Information” means all information received from any Obligor or any Subsidiary thereof relating to any Obligor or any Subsidiary thereof or their respective businesses, other than any such information that is available to Administrative Agent, any Lender or any Issuing Bank on a nonconfidential basis prior to disclosure by any Obligor or any Subsidiary thereof, provided that, in the case of 182 DB1/ 90693583.6

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information received from a Obligor or any such Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. 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. Each of the Administrative Agent, the Lenders and the Issuing Banks acknowledges that (a) the Information may include material non-public information concerning the Borrower, other Obligors or their Subsidiaries, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material nonpublic information in accordance with Applicable Law, including Securities Laws. 14.12 GOVERNING LAW. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, INCLUDING, WITHOUT LIMITATION, NEW YORK GENERAL OBLIGATIONS LAW SECTIONS 5-1401 AND 5-1402 (BUT GIVING EFFECT TO FEDERAL LAWS RELATING TO NATIONAL BANKS). 14.13 Consent to Forum. 14.13.1 Forum. EACH OBLIGOR PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST ADMINISTRATIVE AGENT, ANY LENDER, ISSUING BANK, OR ANY RELATED PARTY OF THE FOREGOING IN ANY WAY RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS RELATING HERETO OR THERETO, IN ANY FORUM OTHER THAN THE COURTS 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, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. Nothing herein shall limit the right of Administrative Agent or any Lender to bring proceedings against any Obligor 183 DB1/ 90693583.6

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in any other court. Nothing in this Agreement shall be deemed to preclude enforcement by Administrative Agent of any judgment or order obtained in any forum or jurisdiction. 14.14 Certain Waivers. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR 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 PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON 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 AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. To the fullest extent permitted by Applicable Law, each Obligor party hereto waives (a) presentment, demand, protest, notice of presentment, default, non-payment, maturity, release, compromise, settlement, extension or renewal of any commercial paper, accounts, contract rights, documents, instruments, chattel paper and guaranties at any time held by Administrative Agent on which Borrower or such Obligor may in any way be liable, and hereby ratifies anything Administrative Agent may do in this regard; (b) notice prior to taking possession or control of any Collateral; (c) any bond or security that might be required by a court prior to allowing Administrative Agent to exercise any rights or remedies; (d) the benefit of all valuation, appraisement and exemption laws; (e) any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential, exemplary or punitive damages (as opposed to direct or actual damages) in any way relating to any Enforcement Action, Obligations, Loan Documents or the transactions contemplated thereby or relating thereto; and (f) notice of acceptance hereof. No Indemnitee referred to in Section 14.2 shall be liable for any damages arising from the use by others of any information or other materials distributed to such party by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. Each Obligor party hereto acknowledges that the foregoing waivers are a material inducement to Administrative Agent and Lenders entering into this Agreement and that Administrative Agent and Lenders are relying upon the foregoing in their dealings with the Borrower and the other Obligors. Each Obligor has reviewed the foregoing waivers with its legal counsel and has knowingly and voluntarily waived its jury trial and other rights following consultation with legal counsel. In the event of litigation, this Agreement may be filed as a written consent to a trial by the court. 14.15 Patriot Act Notice, Etc. 14.15.1 Patriot Act. Each Lender that is subject to the Act (as hereinafter defined) and the Agents (for themselves and not on behalf of any Lender) hereby notifies the Obligors that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies each Obligor, which information includes the name and address of 184 DB1/ 90693583.6

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each Obligor and other information that will allow such Lender or Administrative Agent, as applicable, to identify each Obligor in accordance with the Act. The Obligors shall, promptly following a request by Administrative Agent or any Lender, provide all documentation and other information that Administrative Agent or such Lender requests in order to comply with its ongoing obligations under applicable “know your customer” any anti-money laundering rules and regulations, including the Act. 14.15.2 Canadian Anti-Money Laundering Legislation. If any Agent has ascertained the identity of any Debtor or any authorized signatories of any Debtor for the purposes of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and other anti-terrorism laws and “know your client” policies, regulations, laws or rules applicable in Canada (the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and such other anti-terrorism laws, applicable policies, regulations, laws or rules in Canada, collectively, including any guidelines or orders thereunder, “AML Legislation”), then such Agent: (a) 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 each Lender and the Administrative Agent within the meaning of the applicable AML Legislation; and (b) shall provide to the Lenders, copies of all information obtained in such regard without any representation or warranty as to its accuracy or completeness. Notwithstanding the preceding sentence and except as may otherwise be agreed in writing, each Lender agrees that each Agent has no obligation to ascertain the identity of the Debtors or any authorized signatories of the Debtors on behalf of any Lender, or to confirm the completeness or accuracy of any information it obtains from any Debtor or any such authorized signatory in doing so. 14.16 Survival of Representations and Warranties. All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by Administrative Agent and each Lender, regardless of any investigation made by Administrative Agent or any Lender or on their behalf and notwithstanding that Administrative Agent or any Lender may have had notice or knowledge of any Default or Event of Default at the time of any credit extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit or Bankers’ Acceptances shall remain outstanding. 14.17 No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Obligors acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Joint Lead Arrangers and the Lenders are arm’s-length commercial transactions between the Obligors and their respective Affiliates, on the one hand, and the Administrative Agent, the Joint Lead 185 DB1/ 90693583.6

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Arrangers and the Lenders, on the other hand, (B) each of the Obligors has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Obligors is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Joint Lead Arrangers and each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Obligors or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent nor the Joint Lead Arrangers nor any Lender has any obligation to the Obligors or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent and the Joint Lead Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Obligors and their respective Affiliates, and neither the Administrative Agent nor the Joint Lead Arrangers nor any Lender has any obligation to disclose any of such interests to the Obligors or any of their respective Affiliates. To the fullest extent permitted by law, each of the Obligors hereby waives and releases any claims that it may have against the Administrative Agent, the Joint Lead Arrangers or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby. Each Obligor acknowledges and agrees that in connection with all aspects of any transaction contemplated by the Loan Documents, Obligors, Administrative Agent, Issuing Bank and Lenders have an arms-length business relationship that creates no fiduciary duty on the part of Administrative Agent, Issuing Bank or any Lender, and each Obligor, Administrative Agent, Issuing Bank and Lender expressly disclaims any fiduciary relationship. 14.18 California Judicial Reference. If any action or proceeding is filed in a court of the State of California by or against any party hereto in connection with any of the transactions contemplated by this Loan Agreement or any other Loan Document, (a) the court shall, and is hereby directed to, make a general reference pursuant to California Code of Civil Procedure Section 638 to a referee (who shall be a single active or retired judge) to hear and determine all of the issues in such action or proceeding (whether of fact or of law) and to report a statement of decision, provided that at the option of any party to such proceeding, any such issues pertaining to a “provisional remedy” as defined in California Code of Civil Procedure Section 1281.8 shall be heard and determined by the court, and (b) without limiting the generality of Section 3.4, the Borrower shall be solely responsible to pay all fees and expenses of any referee appointed in such action or proceeding. 14.19 Resignation as Issuing Bank or Provider of Swingline Loans after Assignment. Notwithstanding anything to the contrary contained herein, if at any time Bank of America assigns all of its Tranche A Revolver Commitment and Tranche A Loans, Bank of America may, (i) upon 30 days’ notice to the Company and the Tranche A Lenders, resign as Issuing Bank and/or (ii) upon 30 days’ notice to the Company, resign as provider of Swingline Loans for the account of the Company. In the event of any such resignation as Issuing Bank or provider of Swingline Loans, the Borrower shall be entitled to appoint from among the Lenders a successor Issuing Bank or provider of Swingline Loans; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of Bank of America (or any 186 DB1/ 90693583.6

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Affiliate or branch) as Issuing Bank or provider of Swingline Loans, as the case may be. If Bank of America (or any Affiliate or branch) resigns as Issuing Bank, it shall retain all the rights, powers, privileges and duties of Issuing Bank hereunder with respect to all Letters of Credit and Bankers’ Acceptances outstanding, and all Bankers’ Acceptances issuable under any Acceptance Credit outstanding, as of the effective date of its resignation as Issuing Bank and all LC Obligations with respect thereto (including the right to require the Lenders to make Base Rate Tranche A Revolver Loans or fund risk participations in unreimbursed drawings of Letters of Credit and payments of Bankers’ Acceptances). If Bank of America resigns as provider of Swingline Loans, it shall retain all the rights of provider of Swingline Loans provided for hereunder with respect to Swingline Loans made by it and outstanding as of the effective date of such resignation, (including the right to require the Lenders to make Base Rate Tranche A Revolver Loans or fund risk participations in outstanding Swingline Loans). Upon the appointment of a successor Issuing Bank and/or provider of Swingline Loans, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank or provider of Swingline Loans, as the case may be, and (b) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to Bank of America to effectively assume the obligations of Bank of America (or any Affiliate or branch) with respect to such Letters of Credit.

[Remainder of page intentionally left blank; signatures begin on following page]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered as of the date first above written. Borrower: BCBG MAX AZRIA GROUP, LLC

By: Name: Title:

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Guarantors:

MLA MULTIBRAND HOLDINGS, LLC,

By: Name: Title:

MAX RAVE, LLC

By: Name: Title:

BCBG MAX AZRIA INTERMEDIATE HOLDINGS, LLC

By: Name: Title:

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Agents: BANK OF AMERICA, N.A., as Administrative Agent and a Co-Collateral Agent

By: _________________________________ Name: Title:

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Lenders: BANK OF AMERICA, N.A., as a Lender and Issuing Bank

By: _________________________________ Name: Title: WELLS FARGO BANK, N.A., as a Lender and a Co-Collateral Agent

By: _________________________________ Name: Title:

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SCHEDULE 10.1.20 REQUIRED MILESTONES

“Required Milestones” shall mean the milestones set forth in Section 5.16 of the Guggenheim DIP Credit Agreement as of the Closing Date.

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EXHIBIT D Term Loan DIP Agreement

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DEBTOR-IN-POSSESSION TERM LOAN CREDIT AND GUARANTY AGREEMENT dated as of March 1, 2017 among BCBG MAX AZRIA INTERMEDIATE HOLDINGS, LLC, as Holdings, BCBG MAX AZRIA GROUP, LLC, as Borrower, and CERTAIN SUBSIDIARIES OF BCBG MAX AZRIA INTERMEDIATE HOLDINGS, LLC, as Guarantors, THE LENDERS FROM TIME TO TIME PARTY HERETO, and GUGGENHEIM CORPORATE FUNDING, LLC, as Administrative Agent and Collateral Agent

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SECTION 1. DEFINITIONS AND INTERPRETATION .......................................................................... 1 1.1.

Definitions .......................................................................................................................... 1

1.2.

Accounting Terms............................................................................................................. 27

1.3.

Interpretation, Etc ............................................................................................................. 28

1.4.

Pro Forma ......................................................................................................................... 28

SECTION 2. LOANS ................................................................................................................................ 28 2.1.

DIP Term Loan Facility .................................................................................................... 28

2.2.

Borrowing Mechanics for Loans ...................................................................................... 29

2.3.

[Reserved] ......................................................................................................................... 30

2.4.

[Reserved] ......................................................................................................................... 30

2.5.

[Reserved] ......................................................................................................................... 30

2.6.

Use of Proceeds ................................................................................................................ 30

2.7.

Evidence of Debt; Register; Lendersâ&#x20AC;&#x2122; Books and Records; Notes ................................... 31

2.8.

Interest on Loans ............................................................................................................... 31

2.9.

Conversion/Continuation .................................................................................................. 32

2.10.

Default Interest ................................................................................................................. 33

2.11.

Fees ................................................................................................................................... 33

2.12.

Scheduled Payments ......................................................................................................... 34

2.13.

Voluntary Prepayments; Commitment Reductions........................................................... 34

2.14.

Mandatory Prepayments ................................................................................................... 34

2.15.

Application of Prepayments.............................................................................................. 35

2.16.

General Provisions Regarding Payments .......................................................................... 35

2.17.

Ratable Sharing ................................................................................................................. 36

2.18.

Making or Maintaining Eurodollar Rate Loans ................................................................ 37

2.19.

Increased Costs; Capital Adequacy .................................................................................. 38

2.20.

Taxes; Withholding, Etc ................................................................................................... 40

2.21.

Obligation to Mitigate ....................................................................................................... 42

SECTION 3. CONDITIONS PRECEDENT ............................................................................................. 43 3.1.

Initial Term Loan Funding Date ....................................................................................... 43

3.2.

Conditions to Each Funding of Delayed Draw Term Loans ............................................. 45

3.3.

Conditions to Funding of Fabric Purchase Subfacility ..................................................... 46

3.4.

Conditions to Withdrawal of Loan Proceeds .................................................................... 47

SECTION 4. REPRESENTATIONS AND WARRANTIES .................................................................... 47 4.1.

Organization; Requisite Power and Authority; Qualification ........................................... 47

4.2.

Equity Interests and Ownership ........................................................................................ 47

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4.3.

Due Authorization............................................................................................................. 48

4.4.

No Conflict ....................................................................................................................... 48

4.5.

Governmental Consents .................................................................................................... 48

4.6.

Binding Obligation ........................................................................................................... 48

4.7.

Financial Information ....................................................................................................... 48

4.8.

Use of Proceeds ................................................................................................................ 48

4.9.

No Material Adverse Effect .............................................................................................. 48

4.10.

OFAC ................................................................................................................................ 49

4.11.

Adverse Proceedings, Etc ................................................................................................. 49

4.12.

Payment of Taxes.............................................................................................................. 49

4.13.

Properties .......................................................................................................................... 49

4.14.

Environmental Matters ..................................................................................................... 50

4.15.

No Defaults ....................................................................................................................... 50

4.16.

[Reserved] ......................................................................................................................... 50

4.17.

Investment Company ........................................................................................................ 50

4.18.

Federal Reserve Regulations............................................................................................. 50

4.19.

Employee Matters ............................................................................................................. 51

4.20.

Employee Benefit Plans .................................................................................................... 51

4.21.

Certain Fees ...................................................................................................................... 51

4.22.

Cases ................................................................................................................................. 51

4.23.

Compliance with Statutes, Etc .......................................................................................... 51

4.24.

Disclosure ......................................................................................................................... 51

4.25.

PATRIOT Act ................................................................................................................... 52

4.26.

Orders ............................................................................................................................... 52

4.27.

Security Documents .......................................................................................................... 52

SECTION 5. AFFIRMATIVE COVENANTS .......................................................................................... 53 5.1.

Financial Information and Other Reports ......................................................................... 53

5.2.

Existence ........................................................................................................................... 55

5.3.

Payment of Taxes.............................................................................................................. 55

5.4.

Maintenance of Properties ................................................................................................ 55

5.5.

Insurance ........................................................................................................................... 56

5.6.

Books and Records; Inspections ....................................................................................... 56

5.7.

[Reserved] ......................................................................................................................... 56

5.8.

Compliance with Laws ..................................................................................................... 56

5.9.

Environmental ................................................................................................................... 56

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5.10.

Subsidiaries ....................................................................................................................... 57

5.11.

[Reserved] ......................................................................................................................... 58

5.12.

[Reserved] ......................................................................................................................... 58

5.13.

Further Assurances ........................................................................................................... 58

5.14.

Debtor-in-Possession Obligations ..................................................................................... 59

5.15.

Post-Closing Items ............................................................................................................ 59

5.16.

Milestones ......................................................................................................................... 59

5.17.

Cash Management............................................................................................................. 61

5.18.

First Day Orders................................................................................................................ 62

5.19.

Budget Compliance and Variances ................................................................................... 62

5.20.

Adequate Protection Payments ......................................................................................... 62

5.21.

Consultants........................................................................................................................ 62

5.22.

DIP ABL Facility .............................................................................................................. 62

5.23.

Additional Collateral Covenant ........................................................................................ 62

5.24.

Challenges......................................................................................................................... 63

SECTION 6. NEGATIVE COVENANTS ................................................................................................ 63 6.1.

Indebtedness...................................................................................................................... 63

6.2.

Liens ................................................................................................................................. 64

6.3.

No Further Negative Pledges ............................................................................................ 67

6.4.

Restricted Junior Payments ............................................................................................... 67

6.5.

Restrictions on Subsidiary Distributions .......................................................................... 68

6.6.

Investment......................................................................................................................... 68

6.7.

Modifications to Orders .................................................................................................... 69

6.8.

Fundamental Changes; Sales ............................................................................................ 69

6.9.

Disposal of Subsidiary Interests........................................................................................ 69

6.10.

[Reserved] ..........................................................................Error! Bookmark not defined.

6.11.

Transactions with Shareholders and Affiliates ................................................................. 69

6.12.

Conduct of Business ......................................................................................................... 70

6.13.

Permitted Activities of Holdings ...................................................................................... 70

6.14.

Amendments or Waivers of DIP ABL Facility, Organizational Documents .................... 71

6.15.

[Reserved] ..........................................................................Error! Bookmark not defined.

6.16.

Accounting Changes; Fiscal Year ..................................................................................... 71

6.17.

[Reserved] ......................................................................................................................... 71

6.18.

Permitted Activities of International ................................................................................. 71

6.19.

Filing of Motions and Applications .................................................................................. 71

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6.20.

Superpriority Claim .......................................................................................................... 72

6.21.

Use of Proceeds ................................................................................................................ 72

6.22.

Budget ................................................................................Error! Bookmark not defined.

6.23.

Reorganization Plan .......................................................................................................... 72

SECTION 7. GUARANTY ....................................................................................................................... 72 7.1.

Guaranty of the DIP Term Loan Obligations.................................................................... 72

7.2.

Contribution by Guarantors .............................................................................................. 72

7.3.

Payment by Guarantors ..................................................................................................... 73

7.4.

Liability of Guarantors Absolute ...................................................................................... 73

7.5.

Waivers by Guarantors ..................................................................................................... 74

7.6.

Guarantors’ Rights of Subrogation, Contribution, Etc. .................................................... 76

7.7.

Subordination of Other Obligations .................................................................................. 76

7.8.

Continuing Guaranty......................................................................................................... 77

7.9.

Authority of Guarantors or Borrower ............................................................................... 77

7.10.

Financial Condition of Borrower ...................................................................................... 77

7.11.

Bankruptcy, Etc ................................................................................................................ 77

7.12.

Discharge of Guaranty ...................................................................................................... 78

SECTION 8. EVENTS OF DEFAULT ..................................................................................................... 78 8.1.

Events of Default .............................................................................................................. 78

SECTION 9. AGENTS .............................................................................................................................. 84 9.1.

Appointment of Agents ..................................................................................................... 84

9.2.

Powers and Duties ............................................................................................................ 84

9.3.

General Immunity ............................................................................................................. 84

9.4.

Agents Entitled to Act as Lender ...................................................................................... 85

9.5.

Lenders’ Representations, Warranties and Acknowledgment .......................................... 85

9.6.

Right to Indemnity ............................................................................................................ 86

9.7.

Successor Administrative Agent and Collateral Agent..................................................... 86

9.8.

Collateral Documents and Guaranty ................................................................................. 88

9.9.

Withholding Taxes ............................................................................................................ 89

SECTION 10. MISCELLANEOUS .......................................................................................................... 89 10.1.

Notices .............................................................................................................................. 89

10.2.

Expenses ........................................................................................................................... 91

10.3.

Indemnity .......................................................................................................................... 92

10.4.

Set-Off .............................................................................................................................. 93

10.5.

Amendments and Waivers ................................................................................................ 93

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10.6.

Successors and Assigns; Participations ............................................................................ 95

10.7.

Independence of Covenants .............................................................................................. 98

10.8.

Survival of Representations, Warranties and Agreements................................................ 98

10.9.

No Waiver; Remedies Cumulative ................................................................................... 98

10.10. Marshaling; Payments Set Aside ...................................................................................... 98 10.11. Severability ....................................................................................................................... 99 10.12. Obligations Several; Independent Nature of Lendersâ&#x20AC;&#x2122; Rights .......................................... 99 10.13. Headings ........................................................................................................................... 99 10.14. APPLICABLE LAW ........................................................................................................ 99 10.15. CONSENT TO JURISDICTION ...................................................................................... 99 10.16. WAIVER OF JURY TRIAL........................................................................................... 100 10.17. Confidentiality ................................................................................................................ 100 10.18. Usury Savings Clause ..................................................................................................... 101 10.19. Counterparts .................................................................................................................... 101 10.20. Effectiveness; Entire Agreement .................................................................................... 101 10.21. PATRIOT Act ................................................................................................................. 101 10.22. Electronic Execution of Assignments ............................................................................. 102 10.23. No Fiduciary Duty .......................................................................................................... 102 10.24. [Reserved] ....................................................................................................................... 102 10.25. Collateral Matters ........................................................................................................... 102

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APPENDICES:

A B

Loans and Loan Commitments Notice Addresses

SCHEDULES:

1.1 4.1 4.2 4.12 4.13 5.15 6.1(i) 6.1(b) 6.2 6.5 6.6 6.11 8.1(f)

Retail Calendar Jurisdictions of Organization and Qualification Equity Interests and Ownership Taxes Real Estate Assets Post-Closing Items Certain Existing Indebtedness Certain Existing Permitted Indebtedness Certain Liens Certain Restrictions on Subsidiary Distributions Certain Investments Certain Affiliate Transactions Existing Reserves

EXHIBITS:

A-1 A-2 B C D E F G

Funding Notice Conversion/Continuation Notice Note [Reserved] [Reserved] Assignment Agreement Certificate re Non-Bank Status Effective Date Certificate

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DEBTOR-IN-POSSESSION TERM LOAN CREDIT AND GUARANTY AGREEMENT This DEBTOR-IN-POSSESSION TERM LOAN CREDIT AND GUARANTY AGREEMENT, dated as of March 1, 2017, is entered into by and among BCBG MAX AZRIA INTERMEDIATE HOLDINGS, LLC, a Delaware limited liability company and a Debtor and Debtorin-Possession under Chapter 11 of the Bankruptcy Code (“Holdings”), BCBG MAX AZRIA GROUP, LLC, a Delaware limited liability company and a Debtor and Debtor-in-Possession under Chapter 11 of the Bankruptcy Code (“Borrower”) and CERTAIN SUBSIDIARIES OF HOLDINGS, as Guarantors and Debtors and Debtors-in-Possession under Chapter 11 of the Bankruptcy Code, the lenders party hereto from time to time (“Lenders”) and GUGGENHEIM CORPORATE FUNDING, LLC (“GCF”), as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”) and as Collateral Agent (together with its permitted successors in such capacity, “Collateral Agent”). RECITALS: WHEREAS, on [February 28, 2017]1 (the “Petition Date”), the Credit Parties (in such capacity, each a “Debtor” and collectively the “Debtors”) filed voluntary petitions with the Bankruptcy Court initiating cases pending under Chapter 11 of the Bankruptcy Code (collectively, the “Cases” and each a “Case”) and have continued in the possession of their assets and in the management of their businesses pursuant to Sections 1107 and 1108 of the Bankruptcy Code; and WHEREAS, the Borrower has requested that the Lenders provide a debtor-in-possession term loan facility in an aggregate principal amount of $45,000,000 and roll up an aggregate principal amount of $35,000,000 of the obligations under the Prepetition Term Loan Agreement on the terms set forth herein; NOW, THEREFORE, the Lenders are willing to extend such credit to the Borrower on the terms and subject to the conditions set forth herein. Accordingly, the parties hereto agree as follows: SECTION 1.

DEFINITIONS AND INTERPRETATION

1.1. Definitions. The following terms used herein, including in the preamble, recitals, exhibits, annexes and schedules hereto, shall have the following meanings: “Acceptable Plan” as defined in Section 5.16(a)(iii). “Actual Inventory Receipts” means the sum of the fully extended cost value of all inventory receipts received by the Credit Parties during the relevant period of determination which correspond to the budgeted inventory receipts described in the line item contained in the Budget under the heading “Inventory Receipts”, as determined in a manner consistent with the Budget. “Actual Line Item Disbursement Amount” means expenditures made by the Credit Parties during the relevant period of determination which correspond to each of the budgeted expenditures described in the line items contained in the Budget under the headings “Operating Disbursements” and “Non-Operating Disbursements”, as determined in a manner consistent with the Budget, and for the avoidance of doubt, excluding any budgeted expenditures described in the line item contained in the

Kirkland to confirm.

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Budget under the heading “Contractors / Professional / Legal”, as determined in a manner consistent with the Budget. “Actual Net Cash Flows” means the sum of all cash receipts received by the Credit Parties (excluding any borrowings), minus the sum of all cash disbursements, expenses and payments (excluding repayments of any borrowings) made by the Credit Parties, in each case, during the relevant period of determination, as determined in a manner consistent with the Budget. “Actual Professional Disbursement Amount” means expenditures made by the Credit Parties during the relevant period of determination which correspond to the budgeted expenditures described in the line item contained in the Budget under the heading “Contractors / Professional / Legal”, as determined in a manner consistent with the Budget. “Adequate Protection Payments” as defined in Section 5.20. “Adjusted Eurodollar Rate” means, for any Interest Rate Determination Date with respect to an Interest Period for a Eurodollar Rate Loan, the rate per annum obtained by dividing (and rounding upward to the next whole multiple of 1/100 of 1%) (i) (a) the rate per annum (rounded to the nearest 1/100 of 1%) equal to the rate determined by Administrative Agent to be the offered rate which appears on the page of the Reuters Screen LIBOR01 Page for deposits (for delivery on the first day of such period) with a term equivalent to such period in Dollars, determined as of approximately 11:00 a.m. (London, England time) on such Interest Rate Determination Date, or (b) in the event the rate referenced in the preceding clause (a) does not appear on such page or service or if such page or service shall cease to be available, the rate per annum (rounded to the nearest 1/100 of 1%) equal to the rate determined by Administrative Agent to be the offered rate on such other page or other service for displaying Eurodollar rates as may be selected by the Administrative Agent (for delivery on the first day of such period) with a term equivalent to such period in Dollars, determined as of approximately 11:00 a.m. (London, England time) on such Interest Rate Determination Date, or (c) in the event the rates referenced in the preceding clauses (a) and (b) are not available, the rate per annum (rounded to the nearest 1/100 of 1%) equal to the offered quotation rate by commercial banks, as determined by the Administrative Agent, for deposits (for delivery on the first day of the relevant period) in Dollars of amounts in same day funds comparable to the principal amount of the applicable Loan of Administrative Agent, in its capacity as a Lender, for which the Adjusted Eurodollar Rate is then being determined with maturities comparable to such period as of approximately 11:00 a.m. (London, England time) on such Interest Rate Determination Date, by (ii) an amount equal to (a) one minus (b) the Applicable Reserve Requirement. Notwithstanding the foregoing, in no event shall the Adjusted Eurodollar Rate be less than 1.00% per annum. “Administrative Agent” as defined in the preamble hereto. “Adverse Proceeding” means any action, suit, proceeding, audit, hearing (in each case, whether administrative, judicial or otherwise), governmental investigation or arbitration (whether or not purportedly on behalf of Holdings or any of its Subsidiaries) at law or in equity, or before or by any Governmental Authority, domestic or foreign (including any Environmental Claims), whether pending or, to the knowledge of Holdings or any of its Subsidiaries, threatened against or affecting Holdings, any of its Subsidiaries or any property of Holdings or any of its Subsidiaries. “Affected Lender” as defined in Section 2.18(b). “Affected Loans” as defined in Section 2.18(b).

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“Affiliate” means, as applied to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, that Person. For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling”, “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power (i) to vote 5% or more of the Securities having ordinary voting power for the election of directors of such Person or (ii) to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities or by contract or otherwise. “Agent” means each of (a) Administrative Agent, (b) Collateral Agent and (c) any other Person appointed under the Credit Documents to serve in an agent or similar capacity, including, without limitation, any auction manager. “Agent Affiliates” as defined in Section 10.1(b)(iii). “Aggregate Amounts Due” as defined in Section 2.17. “Aggregate Payments” as defined in Section 7.2. “Agreement” means this Debtor-in-Possession Term Loan Credit and Guaranty Agreement, dated as of the Effective Date, as it may be amended, restated, supplemented or otherwise modified from time to time. “Applicable Reserve Requirement” means, at any time, for any Eurodollar Rate Loan, the maximum rate, expressed as a decimal, at which reserves (including any basic, marginal, special, supplemental, emergency or other reserves) are required to be maintained with respect thereto against “Eurocurrency liabilities” (as such term is defined in Regulation D) under regulations issued from time to time by the Board of Governors or other applicable banking regulator. Without limiting the effect of the foregoing, the Applicable Reserve Requirement shall reflect any other reserves required to be maintained by such member banks with respect to (i) any category of liabilities which includes deposits by reference to which the applicable Adjusted Eurodollar Rate or any other interest rate of a Loan is to be determined, or (ii) any category of extensions of credit or other assets which include Eurodollar Rate Loans. A Eurodollar Rate Loan shall be deemed to constitute Eurocurrency liabilities and as such shall be deemed subject to reserve requirements without benefits of credit for proration, exceptions or offsets that may be available from time to time to the applicable Lender. The rate of interest on Eurodollar Rate Loans shall be adjusted automatically on and as of the effective date of any change in the Applicable Reserve Requirement. “Approved Electronic Communications” means any notice, demand, communication, information, document or other material that any Credit Party provides to Administrative Agent pursuant to any Credit Document or the transactions contemplated therein which is distributed to Agents or Lenders by means of electronic communications pursuant to Section 10.1(b). “Assignment Agreement” means an Assignment and Assumption Agreement substantially in the form of Exhibit E, with such amendments or modifications as may be approved by Administrative Agent. “Assignment Effective Date” as defined in Section 10.6(b). “Auction” as defined in Section 5.16(b)(i).

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“Authorized Officer” means, as applied to any Person, any individual holding the position of chairman of the board (if an officer), chief executive officer, president, chief restructuring officer, vice president (or the equivalent thereof), chief financial officer, treasurer or controller of such Person; provided that the secretary or assistant secretary of such Person shall have delivered an incumbency certificate to the Administrative Agent as to the authority of such Authorized Officer. “Avoidance Action” means any claim and cause of action that constitutes an avoidance action under Sections 544, 545, 547, 548, 549, 550 or 553 of the Bankruptcy Code or any other avoidance action under the Bankruptcy Code, state law or other Debtor Relief Laws and the proceeds thereof and property received thereby whether by judgment, settlement or otherwise. “Azria” means, all or any of Max Azria, Lubov Azria, any of their spouses, parents, siblings, children or heirs (and the spouses, parents, siblings, children or heirs of any of them), and any trust established by any of the foregoing for estate planning purposes, including, without limitation, the Azria Family Trust Dated August 11, 1995, as amended, supplemented or modified from time to time. “Bank of America Account” means account number 1459134650 maintained at Bank of America, N.A., over which the Collateral Agent has a first priority security interest, or any other account acceptable to the Administrative Agent in its sole discretion as confirmed in writing. “Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy,” as now and hereafter in effect, or any successor statute. “Bankruptcy Court” means the United States Bankruptcy Court for the Southern District of New York or any appellate court having jurisdiction over the Cases from time to time. “Base Rate” means, for any day, a rate per annum equal to the greater of (i) the Prime Rate in effect on such day and (ii) the Federal Funds Effective Rate in effect on such day plus ½ of 1%. Any change in the Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective on the effective day of such change in the Prime Rate or the Federal Funds Effective Rate, respectively. Notwithstanding the foregoing, in no event shall the Base Rate be less than 2.00% per annum. “Base Rate Loan” means a Loan bearing interest at a rate determined by reference to the Base Rate. “BCBG Canada” means BCBG Max Azria Canada Inc. “Beneficiary” means each Agent and Lender. “Bid Procedures Motion” as defined in Section 5.16(b)(i). “Bid Procedures Order” as defined in Section 5.16(b)(iii). “Board of Governors” means the Board of Governors of the United States Federal Reserve System, or any successor thereto. “Borrower” as defined in the preamble hereto. “Budget” means a 22-week cash flow projection and initial debtor-in-possession budget in form and substance acceptable to the Administrative Agent in its sole and absolute discretion;

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provided, that with the consent of the Administrative Agent (not to be unreasonably withheld), the budget may be updated in accordance with Section 5.1(a)(i). “Budget Variance Report” means a weekly report provided by the Borrower to the Administrative Agent (i) showing by line item the Actual Net Cash Flow, the Actual Line Item Disbursement Amount (including the line item “Contractors / Professionals / Legal”) for each applicable line item and Actual Inventory Receipts, Excess Availability (as defined in the DIP ABL Loan Agreement) and total available liquidity for the last day of the Prior Week, Cumulative Four Week Period and the Cumulative Period, noting therein all variances, on a line-item and cumulative basis, from the amounts set forth for such period in the Budget, and shall include explanations for all material variances, and (ii) certified by an Authorized Officer of the Borrower. “Budgeted Inventory Receipts” means the sum of the line item contained in the Budget under the heading “Inventory Receipts” during the relevant period of determination, provided, that is understood and agreed that, without any further action, any positive or negative variances from the budgeted amount that are tested for any Cumulative Four Week Period shall automatically roll forward to the next tested Cumulative Four Week Period. “Budgeted Line Item Disbursement Amount” means the expenditures described in the line items contained in the Budget under the headings “Total Disbursements” during the relevant Period of determination on a line item basis, provided, that is understood and agreed that, without any further action, any positive or negative variances from the budgeted amount that are tested for any Cumulative Four Week Period shall automatically roll forward to the next tested Cumulative Four Week Period. “Budgeted Professional Disbursement Amount” means the expenditures described in the line item contained in the Budget under the heading “Contractors / Professional / Legal” during the relevant period of determination, provided, that is understood and agreed that, without any further action, any positive or negative variances from the budgeted amount that are tested for any Cumulative Four Week Period shall automatically roll forward to the next tested Cumulative Four Week Period. “Budgeted Net Cash Flows” means the sum of the line items contained in the Budget above the headings “Total Cash Receipts” minus the sum of the line items contained in the Budget above the heading “Total Disbursements”, in each case, during the relevant Period of determination, provided, that is understood and agreed that, without any further action, any positive or negative variances from the budgeted amount that are tested for any Cumulative Four Week Period shall automatically roll forward to the next tested Cumulative Four Week Period. “Business Day” means (i) any day excluding Saturday, Sunday and any day which is a legal holiday under the laws of the State of New York or is a day on which banking institutions located in such state are authorized or required by law or other governmental action to close and (ii) with respect to all notices, determinations, fundings and payments in connection with the Adjusted Eurodollar Rate or any Eurodollar Rate Loans, the term “Business Day” means any day which is a Business Day described in clause (i) and which is also a day for trading by and between banks in Dollar deposits in the London interbank market. “Canadian Cases” means the Notice of Intention to make a proposal filed by BCBG Canada under Part III, Division I of the Bankruptcy and Insolvency Act and related proceedings before the Canadian Court. “Canadian Court” means the Quebec Superior Court (Commercial Division) or any appellate court having jurisdiction over the Canadian Cases.

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“Canadian Milestones” as defined in Section 5.16(e). “Canadian Store Closing Sales” as defined in Section 5.16(e)(i). “Capital Lease” means, as applied to any Person, subject to Section 1.2(a), any lease of any property (whether real, personal or mixed) by that Person as lessee that, in conformity with GAAP, is or should be accounted for as a capital lease on the balance sheet of that Person. “Captive Insurance Subsidiary” means any Subsidiary of Holdings that is subject to regulation as an insurance company (or any Subsidiary thereof). “Carve Out” has meaning assigned to such term in the applicable Order. “Case” and “Cases” have the meanings assigned thereto in the preamble to this Agreement. “Cash” means money, currency or a credit balance in any demand or Deposit Account. “Cash Equivalents” means, as at any date of determination, any of the following: (i) marketable securities (a) issued or directly and unconditionally guaranteed as to interest and principal by the United States or (b) issued by any agency of the United States the obligations of which are backed by the full faith and credit of the United States, in each case maturing within one year after such date; (ii) marketable direct obligations issued by any state of the United States or any political subdivision of any such state or any public instrumentality thereof, in each case maturing within one year after such date and having, at the time of the acquisition thereof, a rating of at least A-1 from S&P or at least P-1 from Moody’s; (iii) commercial paper maturing no more than one year from the date of creation thereof and having, at the time of the acquisition thereof, a rating of at least A-1 from S&P or at least P-1 from Moody’s; (iv) accounts maintained with, or certificates of deposit or bankers’ acceptances maturing within one year after such date and issued or accepted by any Lender or by any commercial bank organized under the laws of the United States of America or any state thereof or the District of Columbia that (a) is at least “adequately capitalized” (as defined in the regulations of its primary Federal banking regulator) and (b) has Tier 1 capital (as defined in such regulations) of not less than $100,000,000; (v) shares of any money market mutual fund that (a) has substantially all of its assets invested continuously in the types of investments referred to in clauses (i) through (iv) above, (b) has net assets of not less than $500,000,000, and (c) has the highest rating obtainable from either S&P or Moody’s; and (vi) solely for purposes of Cash Equivalents denominated in currencies other than Dollars, investments consistent with past practices of the Foreign Subsidiaries of Borrower and generally accepted as cash equivalents for accounting purposes in the relevant jurisdiction. “Certificate re Non-Bank Status” means a certificate substantially in the form of Exhibit F. “CFC” means any Foreign Subsidiary that is a controlled foreign corporation as defined in Section 957 of the Internal Revenue Code. “Change of Control” means, (i) at any time, any Person (other than a Permitted Holder) shall have acquired control, directly or indirectly, of at least a majority on a fully diluted basis of the voting interests in the Equity Interests of Holdings; (ii) the majority of the seats (other than vacant seats) on the board of directors (or similar governing body) of Holdings cease to be occupied by Continuing Members; (iii) Holdings ceases to own, directly 100% of the Equity Interests of Borrower or, subject to

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Section 6.8, directly or indirectly, 100% of the Equity Interest of International or (iv) any “change of control” or similar event under the DIP ABL Loan Agreement shall occur. “Class” (a) when used in reference to a Loan, indicates whether the Loan is a Roll-Up Loan or a New Loan, (b) when used in reference to Loan Commitments, indicates the Class of Loans committed, and (c) when used in reference to Lenders, refers to Lenders holding a particular Class of Loans or Loan Commitments referred to in the preceding clauses (a) or (b), respectively. “Collateral” means, collectively, all of the real, personal and mixed property (including Equity Interests) in which Liens are purported to be granted pursuant to the Orders and any Collateral Documents as security for the DIP Term Loan Obligations (excluding, for the avoidance of doubt, Avoidance Actions, but including the proceeds of any Avoidance Actions). “Collateral Agent” as defined in the preamble hereto. “Collateral Documents” means the DIP Collateral Agreement and all other instruments, documents and agreements delivered by or on behalf of any Credit Party pursuant to any Order, this Agreement, or any of the other Credit Documents in order to grant to, or perfect in favor of, Collateral Agent, for the benefit of Secured Parties, a Lien on any real, personal or mixed property of that Credit Party as security for the DIP Term Loan Obligations. “Commitments” means with respect to any Lender, such Lender’s Initial Term Loan Commitment and Delayed Draw Term Loan Commitment. “Committee” means an official committee of unsecured creditors appointed in any of the Cases by the U.S. Trustee. “Consolidated Capital Expenditures” means, for any period, the aggregate of all expenditures of Holdings and its Subsidiaries during such period that, in accordance with GAAP, are or should be included in capital expenditures or “purchase of property and equipment” in the consolidated statement of cash flows of Holdings and its Subsidiaries. “Continuing Member” means, as of any date of determination any member of the board of directors of Holdings who (i) was a member of such board on the Effective Date, (ii) was nominated for election or elected to such board with the affirmative vote of a majority of the members who were either members of such board on the Effective Date or whose nomination or election was previously so approved or (iii) was elected to such governing body by Permitted Holders. “Contributing Guarantors” as defined in Section 7.2. “Conversion/Continuation Date” means the effective date of a continuation or conversion, as the case may be, as set forth in the applicable Conversion/Continuation Notice. “Conversion/Continuation substantially in the form of Exhibit A-2.

Notice”

means

Conversion/Continuation

Notice

“Credit Document” means any of this Agreement, the Orders, the Notes, if any, the Collateral Documents, the Intercreditor Arrangements and all other documents, certificates, instruments or agreements executed and delivered by or on behalf of a Credit Party for the benefit of any Agent or any Lender in connection herewith on or after the date hereof.

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“Credit Party” means the Borrower, Holdings and each other Guarantor. “Cumulative Four Week Period” means the four-week period up to and through the Saturday of the most recent week then ended, or if a four-week period has not then elapsed from the Petition Date, such shorter period since the Petition Date through the Saturday of the most recent week then ended. “Cumulative Period” means the period from the Petition Date through the most recent week ended. “Currency Agreement” means any foreign exchange contract, currency swap agreement, futures contract, option contract, synthetic cap or other similar agreement or arrangement, each of which is for the purpose of hedging the foreign currency risk associated with Holding’s and its Subsidiaries’ operations and not for speculative purposes. “Debtor” and “Debtors” has meaning assigned thereto in the preamble to this Agreement. “Debtor Relief Laws” shall mean the Bankruptcy Code, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect. “Default” means a condition or event that, after notice or lapse of time or both, would constitute an Event of Default. “Delayed Draw Term Loan” as defined in Section 2.1(b). “Delayed Draw Term Loan Commitment” means the commitment of a Lender to make or otherwise fund any Delayed Draw Term Loan, and “Delayed Draw Term Loan Commitments” means such commitments of all Lenders in the aggregate. The amount of each Lender’s Delayed Draw Term Loan Commitment is set forth on Appendix A, or, if such Lender’s Delayed Draw Term Loan Commitment has been assigned, in the applicable Assignment and Acceptance, subject to any adjustment pursuant to the terms and conditions hereof. The aggregate amount of the Delayed Draw Term Loan Commitments as of the Effective Date is $30,000,000. “Deposit Account” means a demand, time, savings, passbook or like account with a bank, savings and loan association, credit union or like organization, other than an account evidenced by a negotiable certificate of deposit. “DIP ABL Agent” means Bank of America, N.A., in its capacity as agent under the DIP ABL Loan Agreement. “DIP ABL Facility” means the credit facility contemplated by the DIP ABL Loan Agreement. “DIP ABL Loan Agreement” means that certain debtor-in-possession credit agreement, dated as of the date hereof (as amended, supplemented or otherwise modified from time to time), by and among the Credit Parties, the DIP ABL Agent, the lenders and other parties from time to time party thereto.

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“DIP ABL Credit Documents” means the Credit Documents (as defined in the DIP ABL Loan Agreement). “DIP Collateral Agreement” means that certain Collateral Agreement, dated as of the date hereof, among the Borrower, the Guarantors and the Collateral Agent. “DIP Term Loan Facility” means the credit facility contemplated by this Agreement. “DIP Term Loan Obligations” means, with respect to each Credit Party, without duplication: (i) all principal of, premium, if any, and interest (including, without limitation, any interest which accrues after the commencement of any proceeding under any Debtor Relief Law with respect to the Borrower, whether or not allowed or allowable as a claim in any such proceeding) on, any Loan under, or any Note issued pursuant to, this Agreement or any other Credit Document; (ii) all fees, expenses, indemnification obligations and other amounts of whatever nature now or hereafter payable by such Credit Party (including, without limitation, any amounts which accrue after the commencement of any proceeding under any Debtor Relief Law with respect to such Credit Party, whether or not allowed or allowable as a claim in any such proceeding) pursuant to this Agreement or any other Credit Document; (iii) all expenses of the Administrative Agent, the Collateral Agent, the Lenders and their respective Affiliates as to which such Persons have a right to reimbursement by such Credit Party under Section 10.2 of this Agreement or under any other similar provision of any other Credit Document, including, without limitation, any and all sums advanced by the Collateral Agent to preserve the Collateral or preserve its security interests in the Collateral to the extent permitted under any Credit Document or applicable Law; and (iv) all amounts paid by any Indemnitee as to which such Indemnitee has the right to reimbursement by such Credit Party under Section 10.3 of this Agreement or under any other similar provision of any other Credit Document; together in each case with all renewals, modifications, consolidations or extensions thereof. “Disbursement Letter” means the disbursement letter, dated as of the Effective Date between the Borrower and the Lenders. “Disqualified Equity Interests” means any Equity Interest which, by its terms (or by the terms of any security or other Equity Interests into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (i) matures or is mandatorily redeemable (other than solely for Equity Interests which are not otherwise Disqualified Equity Interests), pursuant to a sinking fund obligation or otherwise, (ii) is redeemable at the option of the holder thereof (other than solely for Equity Interests which are not otherwise Disqualified Equity Interests), in whole or in part, (iii) provides for the scheduled payments or dividends in cash, or (iv) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in each case, prior to the date that is 91 days after the Loan Maturity Date, except, in the case of clauses (i) and (ii), if as a result of a change of control or asset sale, so long as any rights of the holders thereof upon the occurrence of such a change of control or asset sale event are subject to the prior payment in full of all DIP Term Loan Obligations. “Disregarded Domestic Subsidiary” means any Domestic Subsidiary (a) substantially all of the assets of which consist (for U.S. federal income tax purposes) of Equity Interests and other investments in one or more CFCs (for which Parent or any Subsidiary is a United States Shareholder as defined in Section 951(o) of the Code) or (b) which is treated as a disregarded entity for U.S. federal income tax purposes that holds the equity of one or more CFCs. “Dollars” and the sign “$” mean the lawful money of the United States of America.

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“Domestic Subsidiary” means any Subsidiary organized under the laws of the United States of America, any State thereof or the District of Columbia other than any such Subsidiary in which a Foreign Subsidiary directly or indirectly owns a majority of the Equity Interests. “Effective Date” means the date on which the conditions specified in Section 3.1 are satisfied (or waived in accordance with Section 10.5). “Effective Date Certificate” means an Effective Date Certificate substantially in the form of Exhibit G. “Eligible Assignee” means any Person (other than a natural Person or a trust of which any natural person is the beneficiary) that is (i)(x) a Lender, an Affiliate of a Lender or a Related Fund (any two or more Related Funds being treated as a single Eligible Assignee for all purposes hereof) or (y) any Existing Tranche A Lender, or (ii) a commercial bank, insurance company, investment or mutual fund or other entity that is an “accredited investor” (as defined in Regulation D under the Securities Act) and which extends credit or buys loans in the ordinary course of business; provided, that none of Azria and its Affiliates (including, for the avoidance of doubt, any entities controlled by Azria), shall be an Eligible Assignee. “Employee Benefit Plan” means any “employee benefit plan” as defined in Section 3(3) of ERISA which is sponsored, maintained or contributed to by, or required to be contributed by, Borrower, any of its Subsidiaries, any Guarantor or any of their respective ERISA Affiliates. “Environmental Claim” means any investigation, notice, notice of violation, claim, action, suit, proceeding, demand, abatement order or other order or directive (conditional or otherwise), by any Governmental Authority or any other Person, arising (i) pursuant to or in connection with any actual or alleged violation of any Environmental Law; (ii) in connection with any Hazardous Material or any actual or alleged Hazardous Materials Activity; or (iii) in connection with any actual or alleged damage, injury, threat or harm to health, safety, natural resources or the environment. “Environmental Laws” means any and all current or future foreign or domestic, federal or state (or any subdivision of either of them), statutes, ordinances, orders, rules, regulations, judgments, Governmental Authorizations, or any other requirements of Governmental Authorities relating to (i) environmental matters, including those relating to any Hazardous Materials Activity; (ii) the generation, use, storage, transportation or disposal of Hazardous Materials; or (iii) occupational safety and health, industrial hygiene, land use or the protection of human, plant or animal health or welfare, in any manner applicable to Borrower, any of its Subsidiaries, any Guarantor or any Facility. “Equity Interests” means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation), including partnership interests and membership interests, and any and all warrants, rights or options to purchase or other arrangements or rights to acquire any of the foregoing. “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and any successor thereto. “ERISA Affiliate” means, as applied to any Person, (i) any corporation which is a member of a controlled group of corporations within the meaning of Section 414(b) of the Internal Revenue Code of which that Person is a member; (ii) any trade or business (whether or not incorporated) which is a member of a group of trades or businesses under common control within the meaning of

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Section 414(c) of the Internal Revenue Code of which that Person is a member; and (iii) any member of an affiliated service group within the meaning of Section 414(m) or (o) of the Internal Revenue Code of which that Person, any corporation described in clause (i) above or any trade or business described in clause (ii) above is a member. Any former ERISA Affiliate of Holdings or any of its Subsidiaries shall continue to be considered an ERISA Affiliate of Holdings or any such Subsidiary within the meaning of this definition with respect to the period such entity was an ERISA Affiliate of Holdings or such Subsidiary and with respect to liabilities arising after such period for which Holdings or such Subsidiary could be liable under the Internal Revenue Code or ERISA. “ERISA Event” means (i) a “reportable event” within the meaning of Section 4043 of ERISA and the regulations issued thereunder with respect to any Pension Plan (excluding those for which the provision for 30-day notice to the PBGC has been waived by regulation); (ii) the failure to meet the minimum funding standard of Section 412 of the Internal Revenue Code with respect to any Pension Plan (whether or not waived in accordance with Section 412(c) of the Internal Revenue Code) or the failure to make by its due date a required installment under Section 430(j) of the Internal Revenue Code with respect to any Pension Plan that would result in the imposition of a lien under Section 430(k) of the Internal Revenue Code; (iii) the provision by the administrator of any Pension Plan pursuant to Section 4041(a)(2) of ERISA of a notice of intent to terminate such plan in a distress termination described in Section 4041(c) of ERISA; (iv) the withdrawal by Holdings or any of its Subsidiaries or any of their respective ERISA Affiliates from any Pension Plan with two or more contributing sponsors or the termination of any such Pension Plan resulting in liability to Holdings or any of its Subsidiaries or any of their respective ERISA Affiliates pursuant to Section 4063 or 4064 of ERISA; (v) the institution by the PBGC of proceedings to terminate any Pension Plan, or the occurrence of any event or condition which would reasonably be expected to constitute grounds under ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (vi) the imposition of liability on Holding or any of its Subsidiaries or any of their respective ERISA Affiliates pursuant to Section 4062(e) or 4069 of ERISA or by reason of the application of Section 4212(c) of ERISA; (vii) the withdrawal of Holding or any of its Subsidiaries or any of their respective ERISA Affiliates in a complete or partial withdrawal (within the meaning of Sections 4203 and 4205 of ERISA) from any Multiemployer Plan if there is any potential liability therefor, or the receipt by Holding or any of its Subsidiaries or any of their respective ERISA Affiliates of notice from any Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA, or that it intends to terminate or has terminated under Section 4041A or 4042 of ERISA; (viii) the assertion of a material claim (other than routine claims for benefits) against any Employee Benefit Plan other than a Multiemployer Plan or the assets thereof, or against Holding or any of its Subsidiaries or any of their respective ERISA Affiliates in connection with any Employee Benefit Plan; or (ix) the imposition of a lien pursuant to Section 430(k) of the Internal Revenue Code or ERISA or a violation of Section 436 of the Internal Revenue Code. “Eurodollar Rate Loan” means a Loan bearing interest at a rate determined by reference to the Adjusted Eurodollar Rate. “European Administration” means [●].2 “Event of Default” means each of the conditions or events set forth in Section 8.1. “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and any successor statute.

Kirkland to confirm.

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“Excluded Accounts” as defined in Section 5.17(b). “Excluded Subsidiary” means (a) any Domestic Subsidiary that is prohibited by law, regulation or contractual obligations from providing a Guaranty or that would require a governmental (including regulatory) consent, approval, license or authorization to provide such Guaranty, (b) any notfor-profit Subsidiary, (c) any Captive Insurance Subsidiary, (d) any Disregarded Domestic Subsidiary or Foreign Subsidiaries, and (e) any CFC; provided that Excluded Subsidiaries shall not include any Subsidiary of Holdings that guarantees any Indebtedness under the DIP ABL Loan Agreement or the Prepetition ABL Credit Agreement. “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 or unlawful 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 such guarantee of such Guarantor or the grant of such security interest would otherwise have 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 or unlawful 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). “Excluded Taxes” means any of the following Taxes imposed on, or with respect to, any Lender or upon the Agent or required to be withheld or deducted from a payment to or on account of such person: (i) any Taxes measured by or imposed on net income (however denominated) or profits, branch profits Taxes or franchise Taxes, in each case, (A) imposed as a result of such person being organized or having its principal office or applicable lending office in the jurisdiction imposing such Tax (or any political subdivision thereof), or (B) that are Other Connection Taxes, (ii) in the case of a Lender, any U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender pursuant to a Law in effect at the time (A) such Lender becomes a party hereto or acquires an interest in the Loan or (B) such Lender designates a new lending office, in either case, except to the extent that such Lender (or its assignor, if any) was entitled, immediately prior to the time of designation of a new lending office (or assignment), to receive additional amounts with respect to such Taxes pursuant to Section 2.20, (iii) any Taxes attributable to such person’s failure to comply with Section 2.20(c) or 2.20(h) and (iv) any United States federal withholding Taxes imposed under FATCA. “Existing Tranche A Lenders” means each Person holding an Existing Tranche A Loan. “Existing Tranche A Loans” as defined in the Prepetition Term Loan Agreement, plus all accrued and unpaid interest thereon and other outstanding obligations thereon on the Effective Date. “Exit Fee” as defined in Section 2.11(c). “Fabric Purchase Subfacility” as defined in Section 2.1(b)(iv). “Fabric Purchases” as defined in Section 2.1(b)(iv).

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“Facility” means any real property (including all buildings, fixtures or other improvements located thereon) now, hereafter or heretofore owned, leased, operated or used by Holdings or any of its Subsidiaries, or any of their respective predecessors or Affiliates. “Fair Share” as defined in Section 7.2. “Fair Share Contribution Amount” as defined in Section 7.2. “FATCA” means Sections 1471 through 1474 of the Internal Revenue Code (effective as of the date hereof), any current or future regulations promulgated thereunder or official interpretations, any agreements entered into pursuant to Section 1471(b)(1) of the Code and any intergovermental agreement entered into pursuant to any of the foregoing. “Federal Funds Effective Rate” means for any day, the rate per annum (expressed, as a decimal, rounded upwards, if necessary, to the next higher 1/100 of 1%) equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided, (i) if such day is not a Business Day, the Federal Funds Effective Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (ii) if no such rate is so published on such next succeeding Business Day, the Federal Funds Effective Rate for such day shall be the average rate charged to Administrative Agent on such day on such transactions as determined by Administrative Agent. “Final Delayed Draw Term Loan Funding Date” as defined in Section 2.1(b)(v). “Final Order” means a final order of the Bankruptcy Court in substantially the form of the Interim Order (with only such modifications thereto as are necessary to convert the Interim Order to a final order and such other modifications are satisfactory in form and substance to Administrative Agent in its sole discretion) and authorizing the Loans. “Final Order Entry Date” means the date on which the Final Order is entered by the Bankruptcy Court. “First Priority” means, with respect to any Lien purported to be created in the Term Loan Collateral pursuant to any Collateral Document, that such Lien is the only Lien to which such Collateral is subject, other than any Permitted Lien. “Fiscal Month” means a month based on the retail calendar set forth on Schedule 1.1 hereto. “Fiscal Quarter” means, for the first three Fiscal Quarters of each year, each 13 week period commencing on the day after the last day of the preceding Fiscal Quarter and for the fourth Fiscal Quarter of each year, the period commencing on the day after the last day of the third Fiscal Quarter and ending on the Saturday closest to January 31 of each year. “Fiscal Year” means the 52/53 week period commencing on the day after the last day of the preceding Fiscal Year and ending on the Saturday closest to January 31 of each year.

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“Flood Hazard Property” means any Real Estate Asset subject to a mortgage in favor of Collateral Agent, for the benefit of Secured Parties, and located in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards. “Foreign Subsidiary” means (i) any Subsidiary that is not a Domestic Subsidiary or (ii) any Disregarded Domestic Subsidiary. “Funding Account” means an account established at BMO Harris Bank N.A. over which the Collateral Agent has a first priority security interest and springing dominion and control or any other account acceptable to the Administrative Agent (as approved in writing) in its sole discretion; provided that until the Funding Account is active, the Bank of America Account shall be deemed to be the “Funding Account” for purposes hereof. “Funding Date” means the Effective Date and each subsequent date Delayed Draw Term Loans are funded. “Funding Guarantors” as defined in Section 7.2. “Funding Notice” means a notice substantially in the form of Exhibit A-1. “GAAP” means, subject to the limitations on the application thereof set forth in Section 1.2, United States generally accepted accounting principles in effect as of the date of determination thereof. “GCF” as defined in the preamble hereto. “Governmental Authority” means any federal, state, municipal, national or other government, governmental department, commission, board, bureau, court, agency or instrumentality or political subdivision thereof or any entity, officer or examiner exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to any government or any court, in each case whether associated with a state of the United States, the United States, or a foreign entity or government. “Governmental Authorization” means any permit, license, authorization, plan, directive, consent order or consent decree of or from any Governmental Authority. “Guaranteed Obligations” as defined in Section 7.1; provided, however, that for purposes of each Guaranty and each other guarantee agreement or other instrument or document executed and delivered pursuant to this Agreement or such Guaranty, the term “Guaranteed Obligations” shall not, as to any Guarantor, include any Excluded Swap Obligations. “Guarantor” means each of Holdings and each Guarantor Subsidiary. “Guarantor Subsidiary” means (a) on the Effective Date, each Subsidiary of Holdings (other than any Excluded Subsidiary) and (b) thereafter, each Subsidiary of Holdings (other than any Excluded Subsidiary) that thereafter guarantees the DIP Term Loan Obligations pursuant to the terms of this Agreement, in each case, until such time as the respective Subsidiary is released from its obligations under the Guaranty in accordance with the terms and provisions hereof. “Guaranty” means the guaranty of any Guarantor set forth in Section 7.

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“Hazardous Materials” means any chemical, material or substance, exposure to which is prohibited, limited or regulated by any Governmental Authority or which may or could pose a hazard to the health and safety of the owners, occupants or any Persons in the vicinity of any Facility or to the indoor or outdoor environment. “Hazardous Materials Activity” means any past, current, proposed or threatened activity, event or occurrence involving any Hazardous Materials, including the use, manufacture, possession, storage, holding, presence, existence, location, Release, threatened Release, discharge, placement, generation, transportation, processing, construction, treatment, abatement, removal, remediation, disposal, disposition or handling of any Hazardous Materials, and any corrective action or response action with respect to any of the foregoing. “Highest Lawful Rate” means the maximum lawful interest rate, if any, that at any time or from time to time may be contracted for, charged, or received under the laws applicable to any Lender which are presently in effect or, to the extent allowed by law, under such applicable laws which may hereafter be in effect and which allow a higher maximum non-usurious interest rate than applicable laws now allow. “Holdings” as defined in the preamble hereto. “Indebtedness” means, as applied to any Person, without duplication, (i) all indebtedness for borrowed money; (ii) that portion of obligations with respect to Capital Leases that is properly classified as a liability on a balance sheet in conformity with GAAP; (iii) notes payable and drafts accepted representing extensions of credit whether or not representing obligations for borrowed money; (iv) any obligation owed for all or any part of the deferred purchase price of property or services, including any earn-out obligations (excluding any such obligations incurred under ERISA), which purchase price is (a) due more than one year from the date of incurrence of the obligation in respect thereof or (b) evidenced by a note or similar written instrument; (v) all indebtedness secured by any Lien on any property or asset owned or held by that Person regardless of whether the indebtedness secured thereby shall have been assumed by that Person or is nonrecourse to the credit of that Person; (vi) the face amount of any letter of credit issued for the account of that Person or as to which that Person is otherwise liable for reimbursement of drawings; (vii) Disqualified Equity Interests; (viii) the direct or indirect guaranty, endorsement (otherwise than for collection or deposit in the ordinary course of business), comaking, discounting with recourse or sale with recourse by such Person of the obligation of another; (ix) any obligation of such Person the primary purpose or intent of which is to provide assurance to an obligee that the obligation of the obligor thereof will be paid or discharged, or any agreement relating thereto will be complied with, or the holders thereof will be protected (in whole or in part) against loss in respect thereof; (x) any liability of such Person for an obligation of another through any agreement (contingent or otherwise) (a) to purchase, repurchase or otherwise acquire such obligation or any security therefor, or to provide funds for the payment or discharge of such obligation (whether in the form of loans, advances, stock purchases, capital contributions or otherwise) or (b) to maintain the solvency or any balance sheet item, level of income or financial condition of another if, in the case of any agreement described under subclauses (a) or (b) of this clause (x), the primary purpose or intent thereof is as described in clause (ix) above; and (xi) all obligations of such Person in respect of any exchange traded or over the counter derivative transaction, including under any Interest Rate Agreement or Currency Agreement, in each case, whether entered into for hedging or speculative purposes or otherwise. “Indemnified Liabilities” means, collectively, any and all liabilities, obligations, losses, damages (including natural resource damages), penalties, claims (including Environmental Claims), actions, judgments, suits, costs (including the costs of any investigation, study, sampling, testing, abatement, cleanup, removal, remediation or other response action necessary to remove, remediate, clean

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up or abate any Hazardous Materials Activity), expenses and disbursements of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel for Indemnitees in connection with any investigative, administrative or judicial proceeding or hearing commenced or threatened by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto, and any fees or expenses incurred by Indemnitees in enforcing this indemnity), whether direct, indirect, special or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out of (i) this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby (including the use or intended use of the proceeds thereof, any amendments, waivers or consents with respect to any provision of this Agreement or any of the other Credit Documents, or any enforcement of any of the Credit Documents (including any sale of, collection from, or other realization upon any of the Collateral or the enforcement of the Guaranty)); or (ii) any Environmental Claim or any Hazardous Materials Activity arising from, directly or indirectly, any past or present activity, operation, land ownership, or practice of Holdings or any of its Subsidiaries. “Indemnitee” as defined in Section 2.7(b). “Initial Term Loan Commitment” means the commitment of a Lender to make or otherwise fund any Initial Term Loan on the Effective Date, and “Initial Term Loan Commitments” means such commitments of all Lenders in the aggregate on the Effective Date (before giving effect to the Initial Term Loans made on the Effective Date). The amount of each Lender’s Initial Term Loan Commitment as of the Effective Date is set forth on Appendix A and the aggregate amount of the Initial Term Loan Commitments as of the Effective Date is $15,000,000 (in each case, before giving effect to the Initial Term Loans made on the Effective Date). “Initial Term Loans” as defined in Section 2.1(a). “Insolvency Defaulting Lender” means any Lender who (i) has been adjudicated as, or determined by any Governmental Authority having regulatory authority over such Person or its assets to be, insolvent, (ii) becomes the subject of an insolvency, bankruptcy, dissolution, liquidation or reorganization proceeding, or (iii) becomes the subject of an appointment of a receiver, intervenor or conservator under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect; provided that a Lender shall not be an Insolvency Defaulting Lender solely by virtue of the ownership or acquisition by a Governmental Authority or an instrumentality thereof of any Equity Interest in such Lender or a parent company thereof 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 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. “Intellectual Property” as defined in the DIP Collateral Agreement. “Intercompany Loan” means a loan from the Borrower to BCBG Canada in the form of inventory, or cash to purchase inventory, which loan may be made in multiple advances and which loan shall be evidenced by a note that is pledged to the Administrative Agent and in respect of which the Administrative Agent will have a first priority lien subject in priority only to the lien of the DIP ABL Agent.

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“Intercreditor Acknowledgment” means that certain Acknowledgment and Agreement, dated on or about the date hereof, by and among the Credit Parties, Guggenheim Corporate Funding, LLC, in its capacities as Guggenheim Administrative Agent, Guggenheim Collateral Agent and as DIP Term Loan Agent (each as defined therein) and Bank of America, N.A., in its capacities as Revolving Credit Administrative Agent, Revolving Credit Collateral Agent and as DIP ABL Agent (each as defined therein), and executed in connection with to the Intercreditor Agreement. “Intercreditor Agreement” means the Fourth Amended and Restated Intercreditor Agreement dated as of February 5, 2015, executed by the Administrative Agent and the Collateral Agent (each as defined in the Prepetition Term Loan Agreement), the Administrative Agent (as defined under Prepetition ABL Credit Agreement), the Revolving Collateral Agent (as defined under Prepetition ABL Credit Agreement) and the Borrower and each Guarantor, as amended, restated, amended and restated, supplemented or otherwise modified (including pursuant to any Debt Notice (as defined therein) delivered thereunder from time to time in accordance with its terms and pursuant to the Intercreditor Acknowledgment). “Intercreditor Arrangements” means, collectively, the intercreditor provisions contained in the Order and the Intercreditor Agreement (as modified by the Intercreditor Acknowledgment), it being understood and agreed that that the DIP Term Loan Obligations are subject to the provisions of the Intercreditor Agreement and shall be deemed to be “Guggenheim Obligations” thereunder. “Interest Payment Date” means, (a) as to any Eurodollar Rate Loan, the last day of each Interest Period applicable to such Loan and the Loan Maturity Date, as applicable; (b) as to any Base Rate Loan, the last Business Day of each month and the Loan Maturity Date, as applicable and (c) as to any Loan, the date of any repayment or prepayment made in respect thereof. “Interest Period” means, in connection with a Eurodollar Rate Loan, an interest period of one month, as indicated by Borrower in the applicable Conversion/Continuation Notice, (i) initially, commencing on the Conversion/Continuation Date thereof, as the case may be; and (ii) thereafter, commencing on the day on which the immediately preceding Interest Period expires; provided, (a) if an Interest Period would otherwise expire on a day that is not a Business Day, such Interest Period shall expire on the next succeeding Business Day unless no further Business Day occurs in such month, in which case such Interest Period shall expire on the immediately preceding Business Day; (b) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall, subject to clause (c) of this definition, end on the last Business Day of a calendar month; (c) no Interest Period shall extend beyond the Loan Maturity Date. “Interest Rate Agreement” means any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate hedging agreement or other similar agreement or arrangement, each of which is for the purpose of hedging the interest rate exposure associated with Holding’s and its Subsidiaries’ operations and not for speculative purposes. “Interest Rate Determination Date” means, with respect to any Interest Period, the date that is two Business Days prior to the first day of such Interest Period. “Interim Order” means an interim order of the Bankruptcy Court (as the same may be amended, supplemented, or modified from time to time after entry thereof in accordance with the terms thereof) in the form set forth as Exhibit B, with changes to such form as are satisfactory to the

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Administrative Agent in its sole discretion, approving the Credit Documents, the DIP ABL Credit Documents and authorizing the Initial Term Loans. “Interim Order Entry Date” means the date on which the Interim Order is entered by the Bankruptcy Court. “Internal Revenue Code” means the Internal Revenue Code of 1986, as amended to the date hereof and from time to time hereafter, and any successor statute. “International” means BCBG Max Azria International Holdings, Inc., a California corporation. “Investment” means (i) any direct or indirect purchase or other acquisition by Holdings or any of its Subsidiaries of, or of a beneficial interest in, any of the Securities of any other Person (other than a Guarantor Subsidiary); (ii) any direct or indirect purchase or other acquisition for value, by Holdings or any of its Subsidiaries from any Person (other than any Credit Party), of any Equity Interests of such Person; (iii) any direct or indirect loan, advance (other than advances to employees for moving, entertainment and travel expenses, drawing accounts and similar expenditures in the ordinary course of business) or capital contributions by Holdings or any of its Subsidiaries to any other Person (other than any Credit Party), including all indebtedness and accounts receivable from that other Person that are not current assets or that arise from a Sale to that other Person that is not in the ordinary course of business, and (iv) all investments consisting of any exchange traded or over the counter derivative transaction, including any Interest Rate Agreement and Currency Agreement, whether entered into for hedging or speculative purposes or otherwise. The amount of any Investment shall be the original cost or original principal amount of such Investment (i) plus the cost of all additions thereto, without any adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment and (ii) minus any payment of dividends or distributions, return of capital or repayment of any debt received from the relevant Person. “Investment Banker” as defined in Section 5.16(b)(ii). “Japanese Insolvency Process” means [●].3 “Joint Venture” means a joint venture, partnership or other similar arrangement, whether in corporate, partnership or other legal form; provided, in no event shall any Subsidiary of any Person be considered to be a Joint Venture to which such Person is a party. “Lender” as defined in the recitals hereto. “Lien” means any lien, mortgage, pledge, assignment, security interest, charge or encumbrance of any kind (including any conditional sale or other title retention agreement, and any lease or license in the nature thereof) and any option, trust or other preferential arrangement having the practical effect of any of the foregoing. “Liquidation Agent” as defined in Section 5.16(c). “Loan Commitment” means the commitment of a Lender to make or otherwise fund a Loan and “Loan Commitments” means such commitments of all Lenders in the aggregate. The amount 3

Kirkland to confirm.

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of each Lender’s Loan Commitment, if any, is set forth on Appendix A or in the applicable Assignment Agreement, subject to any adjustment or reduction pursuant to the terms and conditions hereof. “Loan Exposure” means, with respect to any Lender, as of any date of determination, the sum of (a) the outstanding principal amount of Loans of such Lender that have been funded and (b) the available amount of all Loan Commitments of such Lender. “Loan Maturity Date” means the earlier of (i) the date which is 150 days following the Petition Date, (ii) the consummation of a sale of all or substantially all of the assets of the Debtors pursuant to Section 363 of the Bankruptcy Code or otherwise; (iii) the effective date of a plan of reorganization or liquidation in the Cases; (iv) the date of filing or support by the Borrower of a plan of reorganization that does not provide for indefeasible payment in full in cash of all obligations owing under the DIP Term Loan Facility or (v) the date of termination of the Commitments and the acceleration of any outstanding extensions of credit, in each case, under the DIP Term Loan Facility in accordance with the terms of this Agreement. “Loans” means the Roll-Up Loans, the Initial Term Loans and the Delayed Draw Term Loans. “Margin Stock” as defined in Regulation U of the Board of Governors as in effect from time to time. “Marketing Milestones” as defined in in Section 5.16(b). “Marketing Process” shall mean the implementation of bidding procedures in respect of the Purchased Assets, which complies with the milestones set forth in Section 5.16(b). “Material Adverse Effect” means a material adverse effect on (i) the business, operations, properties, assets, condition (financial or otherwise) or prospects of Borrower and its Subsidiaries taken as a whole or of Holdings and its Subsidiaries taken as a whole; (ii) the ability of any Credit Party to fully and timely perform its DIP Term Loan Obligations; (iii) the legality, validity, binding effect or enforceability against a Credit Party of a Credit Document to which it is a party; or (iv) the rights, remedies and benefits available to, or conferred upon, any Agent and any Lender or any Secured Party under any Credit Document; provided that the term “Material Adverse Effect” will not be deemed to exist as a result of the Cases or the circumstances and events leading up thereto. “Milestones” means, collectively, the Plan Milestones, the Marketing Milestones and the Canadian Milestones. “Moody’s” means Moody’s Investor Services, Inc. “Multiemployer Plan” means any Employee Benefit Plan which is a “multiemployer plan” as defined in Section 3(37) of ERISA. “NAIC” means The National Association of Insurance Commissioners, and any successor thereto. “Net Insurance/Condemnation Proceeds” means an amount equal to: (i) any Cash payments or proceeds received by Holdings or any of its Subsidiaries (a) under any casualty insurance policy in respect of a covered loss thereunder or (b) as a result of the taking of any assets of Holdings or any of its Subsidiaries by any Person pursuant to the power of eminent domain, condemnation or

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otherwise, or pursuant to a sale of any such assets to a purchaser with such power under threat of such a taking, minus (ii) (a) any actual out-of-pocket costs incurred by Holdings or any of its Subsidiaries in connection with the adjustment or settlement of any claims of Holdings or such Subsidiary in respect thereof, and (b) any bona fide costs incurred in connection with any sale of such assets as referred to in clause (i)(b) of this definition, (c) taxes payable as a result of any gain recognized in connection therewith and (d) payment of the outstanding principal amount of, premium or penalty, if any, and interest on any indebtedness (other than the Loans) that is secured by a Lien on the assets in question and that is required to be repaid under the terms thereof as a result of such loss, taking or sale. Notwithstanding the foregoing, but subject to the Intercreditor Arrangements, Net Insurance/Condemnation Proceeds shall not include any amounts received by Holdings or any of its Subsidiaries under any casualty insurance policy or as a result of a taking with respect to any assets of Holdings or any of its Subsidiaries that constitute Revolving Loan Collateral. “Net Mark-to-Market Exposure” of a Person means, as of any date of determination, the excess (if any) of all unrealized losses over all unrealized profits of such Person arising from Indebtedness of the type described in clause (xi) of the definition thereof. As used in this definition, “unrealized losses” means the fair market value of the cost to such Person of replacing such Indebtedness as of the date of determination (assuming such Indebtedness was to be terminated as of that date), and “unrealized profits” means the fair market value of the gain to such Person of replacing such Indebtedness as of the date of determination (assuming such Indebtedness was to be terminated as of that date). “Net Sale Proceeds” means, with respect to any Sale (other than any Sales between the Borrower and the Subsidiaries or any Sales among the Subsidiaries permitted pursuant to Section 6.8), an amount equal to: (i) Cash payments (including any Cash received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received) received by Holdings or any of its Subsidiaries from such Sale, minus (ii) any bona fide costs incurred in connection with such Sale, including (a) taxes payable as a result of any gain recognized in connection with such Sale, including Permitted Tax Distributions in respect thereof, (b) expenses (including brokers’ fees or commissions, legal fees, transfer and similar taxes) incurred in connection therewith, (c) payment of the outstanding principal amount of, premium or penalty, if any, and interest on any Indebtedness (other than the Loans) that is secured by a Lien on the stock or assets in question and that is required to be repaid under the terms thereof as a result of such Sale, (d) a reasonable reserve for any indemnification payments (fixed or contingent) attributable to seller’s indemnities and representations and warranties to purchaser in respect of such Sale undertaken by Holdings or any of its Subsidiaries in connection with such Sale; provided that upon release of any such reserve, the amount released shall be considered Net Sale Proceeds and (e) the amount of any reserves or accruals established by Holdings or any of its Subsidiaries in anticipation of future payment obligations associated with such Sale with respect to indemnification obligations and purchase price adjustment provisions. “New Loans” means, collectively, the Initial Term Loans and Delayed Draw Term Loans. “New Lenders” means, collectively, Lenders holding New Loans and Loan Commitments in respect thereof as set forth on Appendix A. “New Money Requisite Lenders” mean, at any time, Lenders having New Loans or unused Loan Commitments in respect thereof representing more than 50% of the sum of the total New Loans and such unused commitments at such time. “Non-Public Information” means information which has not been disseminated in a manner making it available to investors generally, within the meaning of Regulation FD.

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“Non-US Lender” as defined in Section 2.20(c). “Note” means a promissory note in the form of Exhibit B, as it may be amended, restated, supplemented or otherwise modified from time to time. “Obligee Guarantor” as defined in Section 7.7. “Orders” means collectively, the Interim Order and the Final Order. “Organizational Documents” means (i) with respect to any corporation or company, its certificate, memorandum or articles of incorporation, organization or association, as amended, and its by-laws, as amended, (ii) with respect to any limited partnership, its certificate or declaration of limited partnership, as amended, and its partnership agreement, as amended, (iii) with respect to any general partnership, its partnership agreement, as amended, and (iv) with respect to any limited liability company, its certificate of formation, as amended, and its operating agreement, as amended. In the event any term or condition of this Agreement or any other Credit Document requires any Organizational Document to be certified by a secretary of state or similar governmental official, the reference to any such “Organizational Document” shall only be to a document of a type customarily certified by such governmental official. “Original Borrowing Base” means (i) the advance rates, (ii) the “Tranche A Borrowing Base” and the “Tranche A-1 Borrowing Base” (each as defined in the DIP ABL Loan Agreement) (including any components thereof) and (iii) reserves (it being understood that the amount of any reserve may increase or decrease as a result of the application of any applicable formula in effect on the Effective Date) set forth in the DIP ABL Loan Agreement, in each case, as in effect on the Effective Date. “Other Connection Taxes” means, with respect to any Lender or the Agent, Taxes imposed as a result of present or former connection between such person and the jurisdiction imposing such Tax, other than any connection arising from such person having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any transaction pursuant to, and/or enforced, any Credit Documents. “Other Taxes” means any and all present or future stamp or documentary Taxes or any other excise or property Taxes, charges or similar levies (and interest, fines, penalties and additions related thereto) arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Credit Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment. “Parent” means BCBG Max Azria Global Holdings, LLC, a Delaware limited liability company. “Parent Operating Agreement” means that certain Amended and Restated Operating Agreement of Parent, dated as of February 5, 2015, as supplemented or modified from time to time with the written consent of the Administrative Agent. “Participant Register” as defined in Section 10.6(g)(i). “PATRIOT Act” means the United States PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)).

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“payment in full,” “paid in full” and words to similar effect, when used in reference to the DIP Term Loan Obligations, means the termination of all Loan Commitments and the payment in full, in Cash, of all DIP Term Loan Obligations under this Agreement, other than contingent DIP Term Loan Obligations for indemnification, expense reimbursement, tax gross-up, yield protection or the like, in each case for which no claim has been made by the Lenders or Agents. “PBGC” means the Pension Benefit Guaranty Corporation or any successor thereto. “Pension Plan” means any Employee Benefit Plan, other than a Multiemployer Plan, which is subject to Section 412 of the Internal Revenue Code or Section 302 of ERISA. “Permitted Holders” means the holders of Equity Interests of Parent on the Petition Date, excluding Azria and Affiliates thereof. “Permitted Liens” means each of the Liens permitted pursuant to Section 6.2. “Permitted Store Closing Sales” as defined in Section 5.16(c). “Permitted Tax Distributions” means with respect to each of Holdings and its Subsidiaries that is a pass-through entity (including an entity classified as a partnership or disregarded entity) for federal income tax purposes, Restricted Junior Payments in an aggregate amount equal to the amount of Tax Distributions for such applicable time period set forth in Section 7.3 of the Parent Operating Agreement. “Permitted Variances” as defined in Section 5.19. “Person” means and includes natural persons, corporations, limited partnerships, general partnerships, limited liability companies, limited liability partnerships, joint stock companies, Joint Ventures, associations, companies, trusts, banks, trust companies, land trusts, business trusts or other organizations, whether or not legal entities, and Governmental Authorities. “Petition Date” has the meaning assigned thereto in the preamble to this Agreement. “Plan Milestones” as defined in Section 5.16(a). “Prepetition ABL Agent” means Bank of America, N.A. “Prepetition ABL Credit Agreement” means the Second Amended and Restated Loan Agreement dated as of February 5, 2015, among Borrower, BCBG Canada, Holdings, the other guarantors from time to time party thereto, each lender from time to time party thereto, Bank of America, N.A. (acting through its Canadian Branch), as Canadian agent, Bank of America, N.A., as administrative agent and the lenders and issuing banks party thereto (as such agreement may be amended, supplemented or modified from time to time). “Prepetition ABL Lenders” means the lenders under the Prepetition ABL Credit Agreement. “Prepetition Term Agent” means Guggenheim Corporate Funding, LLC, in its capacity as Administrative Agent under the Prepetition Term Loan Agreement.

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“Prepetition Term Lenders” means the lenders under the Prepetition Term Loan Agreement. “Prepetition Term Loan Agreement” means that certain Fifth Amended and Restated Credit and Guaranty Agreement, dated as of August 12, 2016, as amended by Amendment No. 1, dated as of August 19, 2016, by and among the Borrower, Holdings, the Prepetition Term Agent and the lenders identified therein, as amended, modified or supplemented from time to time in accordance with the provisions thereof and of this Agreement. “Prime Rate” means the rate of interest quoted on Bloomberg.com on the Market Data page for Rates & Bonds, as in effect from time to time. The Prime Rate is a reference rate and does not necessarily represent the lowest or best rate actually charged to any customer. Administrative Agent or any other Lender may make commercial loans or other loans at rates of interest at, above or below the Prime Rate. “Principal Office” means Administrative Agent’s “Principal Office” as set forth on Appendix B, or such other office or office of a third party or sub-agent, as appropriate, as Administrative Agent may from time to time designate in writing to Borrower and each Lender. “Prior Week” means as of any date of determination, the immediately preceding week ended on a Saturday and commencing on the prior Sunday. “Pro Rata Share” means, with respect to any Lender, the percentage obtained by dividing (a) the Loan Exposure of such Lender by (b) the aggregate Loan Exposure of all Lenders. “Professional Fees” means the fees and reimbursable expenses of Professional Persons. “Professional Person” means a Person who is an attorney, financial advisor, accountant, appraiser, auctioneer or other professional person and who is retained, with Bankruptcy Court approval, by (a) any Debtor pursuant to Section 327 or 328 of the Bankruptcy Code or (b) a Committee pursuant to Section 328 or 1103(a) of the Bankruptcy Code. “Purchased Assets” as defined in Section 5.16(b). “Real Estate Asset” means, at any time of determination, any interest (fee, leasehold or otherwise) then owned by any Credit Party in any real property. “Register” as defined in Section 2.7(b). “Regulation D” means Regulation D of the Board of Governors, as in effect from time to time. “Regulation FD” means Regulation FD as promulgated by the U.S. Securities and Exchange Commission under the Securities Act and Exchange Act as in effect from time to time. “Regulation U” shall mean Regulation U of the Board of Governors of the Federal Reserve System of the United States, as from time to time in effect and all official rulings and interpretations thereunder or thereof.

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“Regulation X” shall mean Regulation X of the Board of Governors of the Federal Reserve System of the United States, as from time to time in effect and all official rulings and interpretations thereunder or thereof. “Related Fund” means, with respect to any Lender that is an investment fund, any other investment fund that invests in commercial loans and that is managed or advised by the same investment advisor as such Lender or by an Affiliate of such investment advisor. “Release” means any release, spill, emission, leaking, pumping, pouring, injection, escaping, deposit, disposal, discharge, dispersal, dumping, leaching or migration of any Hazardous Material into the indoor or outdoor environment (including the abandonment or disposal of any barrels, containers or other closed receptacles containing any Hazardous Material), including the movement of any Hazardous Material through the air, soil, surface water or groundwater. “Reorganization Plan” means a plan of reorganization or a liquidation plan in any or all of the Cases of the Debtors. “Requisite Lenders” mean, at any time, Lenders having Loans or unused Loan Commitments representing more than 50% of the sum of the total Loans and such unused commitments at such time. “Restricted Junior Payment” means (i) any dividend or other distribution, direct or indirect, on account of any shares of any class of stock of Holdings or any of its Subsidiaries now or hereafter outstanding, except a dividend payable solely in shares of that class of stock to the holders of that class; (ii) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares of any class of stock of Holdings or any of its Subsidiaries now or hereafter outstanding; (iii) any payment made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire shares of any class of stock of Holdings or any of its Subsidiaries now or hereafter outstanding; (iv) any payment or prepayment of principal of, premium, if any, or interest on, or redemption, purchase, retirement, defeasance (including in-substance or legal defeasance), sinking fund or similar payment with respect to, any Subordinated Indebtedness; and (v) any Investment by a Subsidiary in Holdings or any Person holding, directly or indirectly, Equity Interests of Holdings. “Returns” means, with respect to any Investment, any repayments, interest, returns, profits, distributions, proceeds, fees and similar amounts actually received in Cash or Cash Equivalents (or actually converted into Cash or Cash Equivalents) by the Borrower or any of the Subsidiaries; provided that, with respect to any Investment permitted under Section 6.6, the aggregate amount of repayments, interest, returns, profits, distributions, proceeds, fees and similar amounts constituting Returns shall not exceed the original amount of such Investment made pursuant to such Section. “Revolving Loan Collateral” means the “Revolving Credit Primary Collateral” as defined in the Intercreditor Agreement. “Roll-Up Loans” as defined in Section 2.1(c). “Roll-Up Requisite Lenders” mean, at any time, Lenders having Roll-Up Loans representing more than 50% of the sum of the total Roll-Up Loans at such time. “S&P” means Standard & Poor’s, a Division of The McGraw-Hill Companies, Inc.

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“Sale” means a sale, lease or sub-lease (as lessor or sublessor), sale and leaseback, assignment, conveyance, license, sublicense, covenant not to assert, transfer, contribution or other disposition to, or any exchange of property with, any Person (other than any Credit Party), in one transaction or a series of transactions, of all or any part of Holdings’ or any of its Subsidiaries’ businesses, assets or properties of any kind, whether real, personal, or mixed and whether tangible or intangible, whether now owned or hereafter acquired, including the Equity Interests of any of Holdings’ Subsidiaries, other than (i) inventory (or other assets) sold or leased in the ordinary course of business, (ii) the non-exclusive licensing of Intellectual Property rights granted by Holdings or any of its Subsidiaries in the ordinary course of business and not interfering in any respect with the ordinary conduct of the business of Holdings or such Subsidiary, (iii) the exclusive licensing of Intellectual Property rights granted by Holdings or any of its Subsidiaries in the ordinary course of business and not interfering in any respect with the ordinary conduct of the business of Holdings or such Subsidiary, (iv) dispositions of surplus, obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business, (v) leases or subleases of interests in real property entered into in the ordinary course of business, (vi) the surrender or waiver of contractual rights or the settlement, release or surrender of contract or tort claims in the ordinary course of business, (vii) dispositions of Cash and Cash Equivalents; (viii) any issuance of Equity Interests of Holdings that do not cause a Change of Control; (ix) Liens, Restricted Junior Payments and Investments permitted by Section 6.2, Section 6.4 or Section 6.6, respectively, and (x) sales of other assets for consideration of less than $500,000 with respect to any transaction or series of related transactions to the extent not exceeding $1,000,000 in the aggregate from and after the Effective Date. The verb “Sell” and conjugated forms thereof shall have correlative meanings. “Sanctioned Entity” means (a) an agency of the government of, (b) an organization directly or indirectly controlled by, or (c) a Person resident in, a country that is subject to a sanctions program identified on the list maintained and published by OFAC and available at http://www.treas.gov/offices/enforcement/ofac/programs, or as otherwise published from time to time as such program may be applicable to such agency, organization or Person. “Sanctioned Person” means a Person named on the list of Specially Designated Nationals or Blocked Persons maintained by OFAC available at http://www.treas.gov/offices/enforcement/ofac/sdn /index.html, or as otherwise published from time to time. “Second Priority” means, with respect to any Lien purported to be created in the Revolving Loan Collateral pursuant to any Collateral Document, that such Lien is subordinated solely to the Liens on such Collateral created by the Prepetition ABL Credit Agreement (prior to the date of the Final Order), the DIP ABL Loan Agreement and any Permitted Lien. “Secured Obligations” has the meaning assigned to that term in the DIP Collateral Agreement. “Secured Parties” means the Agents and Lenders and shall include, without limitation, all former Agents and Lender to the extent that any DIP Term Loan Obligations owing to such Persons were incurred while such Persons were Agents or Lenders and such DIP Term Loan Obligations have not been paid or satisfied in full. “Securities” means any stock, shares, partnership interests, voting trust certificates, certificates of interest or participation in any profit-sharing agreement or arrangement, options, warrants, bonds, debentures, notes, or other evidences of indebtedness, secured or unsecured, convertible, subordinated or otherwise, or in general any instruments commonly known as “securities” or any

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certificates of interest, shares or participations in temporary or interim certificates for the purchase or acquisition of, or any right to subscribe to, purchase or acquire, any of the foregoing. “Securities Act” means the Securities Act of 1933, as amended from time to time, and any successor statute. “Subordinated Indebtedness” means the Indebtedness of Holdings or any Subsidiary of Holdings that is, or that is required to be, (x) subordinated in payment to the DIP Term Loan Obligations or (y) junior ranking in lien priority to the Liens on the Term Loan Collateral securing the Secured Obligations; provided that Subordinated Indebtedness shall not include the Indebtedness permitted under Section 6.1(j), Section 6.1(l) and Section 6.1(p). “subsidiary” means, with respect to any Person, any corporation, partnership, limited liability company, association, joint venture or other business entity of which more than 50% of the total voting power of shares of stock or other ownership interests entitled (without regard to the occurrence of any contingency) to vote in the election of the Person or Persons (whether directors, managers, trustees or other Persons performing similar functions) having the power to direct or cause the direction of the management and policies thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other subsidiaries of that Person or a combination thereof; provided, in determining the percentage of ownership interests of any Person controlled by another Person, no ownership interest in the nature of a “qualifying share” of the former Person shall be deemed to be outstanding. “Subsidiary” means, unless the context otherwise requires, any subsidiary of the Borrower. “Superpriority Claim” means a claim against any Debtor in any of the Cases which is an administrative expense claim having priority over any and all administrative expenses, diminution claims and all other claims against the Debtors, now existing or hereafter arising, of any kind whatsoever, including, without limitation, all administrative expenses of the kind specified in Sections 503(b) and 507(b) of the Bankruptcy Code, and over any and all administrative expenses or other claims arising under Sections 105, 326, 328, 330, 331, 365, 503(b), 506(c) (subject only to and effective upon entry of the Final Order), 507(a), 507(b), 726, 1113 or 1114 of the Bankruptcy Code. “Swap Obligation” means, with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act. “Tax” means any present or future tax, levy, impost, duty, assessment, charge, fee, deduction or withholding (together with interest, fines, penalties and other additions thereto) of any nature and whatever called, by whomsoever, on whomsoever and wherever imposed, levied, collected, withheld or assessed. “Term Loan Collateral” means the “Term Loan Primary Collateral” as defined in the Intercreditor Agreement. “Term Loan Collateral Account” as defined in Section 5.17. “Transactions” means the (i) execution, delivery and performance by the Credit Parties of this Agreement and the other Credit Documents, the borrowing of the Loans hereunder, the use of the proceeds thereof, and the payment of fees and expenses related to the foregoing and (ii) execution, delivery and performance by the Credit Parties of DIP ABL Credit Documents, the borrowings and other

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extensions of credit under the DIP ABL Facility, the use of the proceeds thereof, and the payment of fees and expenses related to the foregoing. “Type of Loan” means a Base Rate Loan or a Eurodollar Rate Loan. “U.S. Lender” as defined in Section 2.20(c). “U.S. Trustee” means the United States Trustee for Region 2. “UCC” means the Uniform Commercial Code (or any similar or equivalent legislation) as in effect from time to time in any applicable jurisdiction. “Unadjusted Eurodollar Rate Component” means that component of the interest costs to Borrower in respect of a Eurodollar Rate Loan that is based upon the rate obtained pursuant to clause (i) of the definition of Adjusted Eurodollar Rate. 1.2.

Accounting Terms.

(a) Except as otherwise expressly provided herein, all accounting terms not otherwise defined herein shall have the meanings assigned to them in conformity with GAAP. If the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date in GAAP or in the application thereof (including the conversion to IFRS) on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Requisite Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith; provided further that if an amendment is requested, by the Borrower or the Requisite Lenders, then the Borrower and the Administrative Agent shall negotiate in good faith to enter into an amendment of such affected provisions (without the payment of any amendment or similar fees to the Lenders) to preserve the original intent thereof in light of such change in GAAP or the application thereof subject to the approval of the Requisite Lenders (not to be unreasonably withheld, conditioned or delayed). All terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made without giving effect to (i) any election under FASB ASC 825-10-25 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of Holdings or any Subsidiary at "fair value," as defined therein and (ii) any treatment of Indebtedness in respect of convertible debt instruments under FASB ASC 47020 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof. (b) Notwithstanding anything to the contrary contained in paragraph (a) above or the definition of Capital Lease, in the event of an accounting change requiring all leases to be capitalized, only those leases (assuming for purposes hereof that they were in existence on the date hereof) that would constitute Capital Leases on the date hereof shall be considered Capital Leases and all calculations and deliverables under this Agreement or any other Credit Document shall be made in accordance therewith (provided that all financial statements delivered to the Administrative Agent in accordance with the terms of this Agreement after the date of such accounting change shall contain a schedule showing the adjustments necessary to reconcile such financial statements with GAAP as in effect immediately prior to such accounting change).

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1.3. Interpretation, Etc. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any Section, Appendix, Annex, Schedule or Exhibit shall be to a Section, an Annex, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided. The use herein of the word “include” or “including”, when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. The terms lease and license shall include sub-lease and sublicense, as applicable. 1.4.

Pro Forma.

(a) Notwithstanding anything to the contrary contained herein, financial ratios and tests pursuant to this Agreement shall be calculated in the manner prescribed by this Section 1.4, including for purposes of determining the permissibility of any transaction restricted hereunder. (b) In the event that Indebtedness is incurred, assumed, redeemed, repaid, retired or extinguished (other than Indebtedness under any revolving credit facility, except where revolving commitments are terminated concurrently with a repayment of Indebtedness incurred thereunder) subsequent to the end of the period for which such financial ratio or test is being calculated but prior to or simultaneously with the event for which such calculation is being made, then such financial ratio or test shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Indebtedness, as if the same had occurred on the last day of the applicable period. SECTION 2. LOANS 2.1.

DIP Term Loan Facility.

(a) Initial Term Loans. Each Lender having an Initial Term Loan Commitment agrees, severally and not jointly, to make on the Effective Date, subject to satisfaction (or waiver by all such Lenders having Initial Term Loan Commitments identified on Appendix A) of the conditions precedent set forth in Section 3.1, upon written request by the Borrower upon or after the entry of the Interim Order, Loans to the Borrower, in a principal amount up to such Lender’s Initial Term Loan Commitment (collectively, the “Initial Term Loans”). The proceeds of the Initial Term Loans shall be deposited into the Funding Account and may be withdrawn subject to the conditions set forth in Section 3.4 of this Agreement; provided that up to $5,000,000 of Initial Term Loans may be used to repay loans outstanding under the Prepetition ABL Credit Agreement. (b) Delayed Draw Term Loans. Each Lender having a Delayed Draw Term Loan Commitment agrees, severally and not jointly, to make, subject to satisfaction (or waiver by all such Lenders having Delayed Draw Term Loan Commitments identified on Appendix A) of the conditions precedent set forth in Section 3.2 and in accordance with the Budget, Delayed Draw Term Loans to the Borrower (collectively, the “Delayed Draw Term Loans”) as follows and in the following sequence: (i) Up to the lesser of (x) $12,500,000 and (y) the undrawn aggregate amount of the Delayed Draw Term Loan Commitments not sooner than one Business Day following the entry of the Final DIP Order;

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(ii) Up to the lesser of (x) $7,500,000 and (y) the undrawn aggregate amount of the Delayed Draw Term Loan Commitments following the entry of the Final DIP Order and not less than three calendar weeks after the preceding Funding Date; (iii) Up to the lesser of (x) $7,500,000 and (y) the undrawn aggregate amount of the Delayed Draw Term Loan Commitments following the entry of the Final DIP Order and at least two calendar weeks after the preceding Funding Date; (iv) Up to the lesser of (x) $5.000,000 and (y) the undrawn aggregate amount of the Delayed Draw Term Loan Commitments following the entry of the Final DIP Order and at least two calendar weeks after the preceding Funding Date; (v) Up to the lesser of (x) $5,000,000 and (y) the undrawn aggregate amount of the Delayed Draw Term Loan Commitments following the entry of the Final DIP Order and at least three calendar weeks after the preceding Funding Date (the date of funding pursuant to this clause (v), the “Final Delayed Draw Term Loan Funding Date”); (vi) Subject to Section 2.6, it is understood and agreed that following the entry of the Final Order, up to $10,000,000 of the Delayed Draw Term Loan Commitment (the “Fabric Purchase Subfacility”) shall be available to the Borrower solely for purposes of purchasing fabric or other clothing materials (the “Fabric Purchases”). (c) Roll-Up Loans. Subject to the terms and conditions set forth herein and in the Orders, the Existing Tranche A Loans held by the Existing Tranche A Lenders shall be substituted and exchanged on the Final Order Entry Date for (and prepaid by) loans hereunder (the “Roll-Up Loans”) in the principal amount identified on Appendix A (which principal amount shall include all accrued and unpaid interest and other outstanding obligations under the Existing Tranche A Loans on the Effective Date) and shall constitute and shall be deemed to be Loans hereunder. (d) The New Loans shall constitute a single Class of Loans for all purposes of this Agreement and the other Credit Documents. (e) The outstanding principal amount of the Loans, together with accrued and unpaid interest thereon, shall be due and payable on the Loan Maturity Date. (f) The proceeds of the Loans shall be funded on the applicable Funding Date into the Funding Account and may be accessed by the Borrower only upon satisfaction of the conditions set forth in Section 3.4 of this Agreement. Once funded, the Loans shall bear interest in accordance with the terms of this Agreement (regardless of whether the conditions set forth in Section 3.4 are satisfied). Any Loans which are repaid or prepaid may not be reborrowed. Each Lender’s Initial Term Loan Commitment shall terminate immediately and without further action on the Effective Date after giving effect to the funding of such Lender’s Initial Term Loan Commitment. Each Lender’s Delayed Draw Term Loan Commitment shall terminate immediately and without further action on the earlier to occur of (i) the Loan Maturity Date and (ii) the date of the Final Delayed Draw Term Loan Funding Date. 2.2.

Borrowing Mechanics for Loans.

(a) Each Delayed Draw Term Loan shall be made in an aggregate minimum amount of $1,000,000 and integral multiples of $1,000,000 in excess of that amount.

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(b) Whenever the Borrower desires that the Lenders make Loans, the Borrower shall deliver to the Administrative Agent a fully executed and delivered Funding Notice no later than 12:00 p.m. (New York City time) two Business Days prior to the proposed Funding Date. (c) Notice of receipt of each Funding Notice in respect of the Loans, together with the amount of each Lenderâ&#x20AC;&#x2122;s Pro Rata Share thereof, if any, shall be provided by the Administrative Agent to each applicable Lender by telefacsimile with reasonable promptness, but (provided the Administrative Agent shall have received such notice by 12:00 p.m. (New York City time)) not later than 3:00 p.m. (New York City time) on the same day as Administrative Agentâ&#x20AC;&#x2122;s receipt of such Notice from the Borrower. (d) Each Lender shall make the amount of its Loan available to the Administrative Agent not later than 2:00 p.m. (New York City time) on the applicable Funding Date by wire transfer of same day funds in Dollars, at the Principal Office of Administrative Agent. Except as provided herein, upon satisfaction or waiver of the conditions precedent specified herein, the Administrative Agent shall make the proceeds of such Loans available to the Borrower on the applicable Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by the Administrative Agent from the Lenders to be credited to the account of the Borrower at the Principal Office designated by the Administrative Agent or such other account as may be designated in writing to the Administrative Agent by the Borrower. (e) Notwithstanding the foregoing, in the case of the Delayed Draw Term Loans intended to finance Fabric Purchases under the Fabric Purchase Subfacility, the Borrower shall have delivered written notice to the Administrative Agent not less than five Business Days prior to the proposed Funding Date, which notice shall request the consent of the Requisite Lenders for any borrowing under the Fabric Purchase Subfacility (which consent may be withheld or denied by the Requisite Lenders in their sole discretion). 2.3.

[Reserved].

2.4.

[Reserved].

2.5.

[Reserved].

2.6. Use of Proceeds. The Borrower shall use the proceeds of the Loans and the DIP ABL Facility in accordance with the Budget and the Orders entered in connection with the Cases exclusively for one or more of the following purposes (subject to any additional restrictions on the use of such proceeds and any such cash collateral set forth in the Interim Order): (a)

to pay certain costs, premiums, fees and expenses related to the Cases;

(b)

to make permitted Adequate Protection Payments;

(c)

to fund working capital and other needs of the Debtors in accordance with the

Budget; and (d) solely on the Effective Date, to repay obligations outstanding under the Prepetition ABL Credit Agreement in an amount not to exceed the Specified Block Reduction Amount (as defined in the Second Amendment and Forbearance Agreement with respect to the Prepetition ABL Credit Agreement dated as of February 14, 2017) that remain outstanding under the Prepetition ABL

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Credit Agreement as of the Petition Date, but in no event shall such repayment exceed $5,000,000 in the aggregate. Notwithstanding the foregoing, (i) no more than $5,000,000 of the proceeds of the Loans (other than the Fabric Purchase Subfacility) may be used for the Fabric Purchase (and for the avoidance of doubt, such amounts may be used prior to the entry of the Final Order), (ii) loans under the Fabric Purchase Subfacility shall only be available to the Borrower upon prior written consent of the Requisite Lenders and (iii) no proceeds of the Loans shall be used to meet any liabilities of the Debtors, BCBG Canada or any other Subsidiary of Holdings in connection with or arising out of the Canadian Cases, the Canadian Store Closing Sales or otherwise (it being understood that notwithstanding anything to the contrary, Borrower shall be permitted to make the Intercompany Loan). 2.7.

Evidence of Debt; Register; Lenders’ Books and Records; Notes.

(a) Lenders’ Evidence of Debt. Each Lender shall maintain on its internal records an account or accounts evidencing the DIP Term Loan Obligations of Borrower to such Lender, including the amounts of the Loans made by it and each repayment and prepayment in respect thereof. Any such recordation shall be conclusive and binding on Borrower, absent manifest error; provided, that the failure to make any such recordation, or any error in such recordation, shall not affect Borrower’s DIP Term Loan Obligations in respect of any applicable Loans; and provided further, in the event of any inconsistency between the Register and any Lender’s records, the recordations in the Register shall govern. (b) Register. Administrative Agent (or its agent or sub-agent appointed by it) shall maintain at its Principal Office a register for the recordation of the names and addresses of Lenders and Loans (including interest payable thereon) of each Lender from time to time (the “Register”). The Register shall be available for inspection by Borrower or any Lender (only with respect to any entry relating to such Lender’s Loans) at any reasonable time and from time to time upon reasonable prior notice. Administrative Agent shall record, or shall cause to be recorded, in the Register the Loans in accordance with the provisions of Section 10.6, and each repayment or prepayment in respect of the principal amount of the Loans, and any such recordation shall be conclusive and binding on Borrower and each Lender, absent manifest error; provided, failure to make any such recordation, or any error in such recordation, shall not affect Borrower’s DIP Term Loan Obligations in respect of any Loan. Borrower hereby designates Administrative Agent to serve as Borrower’s non-fiduciary agent solely for purposes of maintaining the Register as provided in this Section 2.7, and Borrower hereby agrees that, to the extent Administrative Agent serves in such capacity, Administrative Agent and its officers, directors, employees, agents, sub-agents and affiliates shall constitute “Indemnitees.” (c) Notes. If so requested by any Lender by written notice to Borrower (with a copy to Administrative Agent) at least two Business Days prior to the Effective Date, or at any time thereafter, Borrower shall execute and deliver to such Lender (and/or, if applicable and if so specified in such notice, to any Person who is an assignee of such Lender pursuant to Section 10.6) on the Effective Date (or, if such notice is delivered after the Effective Date, promptly after Borrower’s receipt of such notice) a Note or Notes to evidence such Lender’s Loan. 2.8.

Interest on Loans.

(a) Except as otherwise set forth herein, the Loans shall bear interest on the unpaid principal amount thereof from the date made through repayment (whether by acceleration or otherwise) thereof:

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(i)

if a Base Rate Loan, at the Base Rate plus 10.50% per annum; or

(ii)

if a Eurodollar Rate Loan, at the Adjusted Eurodollar Rate plus 11.50%

per annum. (b) The basis for determining the rate of interest with respect to any Loan, and the Interest Period with respect to any Eurodollar Rate Loan, shall be selected by Borrower and notified to Administrative Agent and Lenders pursuant to the applicable Conversion/Continuation Notice. (c) In connection with Eurodollar Rate Loans there shall be no more than four (4) Interest Periods outstanding at any time. In the event Borrower fails to specify between a Base Rate Loan or a Eurodollar Rate Loan in the applicable or Conversion/Continuation Notice, such Loan (if outstanding as a Eurodollar Rate Loan) will be automatically converted into a Base Rate Loan on the last day of the then-current Interest Period for such Loan (or if outstanding as a Base Rate Loan will remain as, or (if not then outstanding) will be made as, a Base Rate Loan). In the event Borrower fails to specify an Interest Period for any Eurodollar Rate Loan in the applicable Conversion/Continuation Notice, Borrower shall be deemed to have selected an Interest Period of one month. As soon as practicable after 10:00 a.m. (New York City time) on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the Eurodollar Rate Loans for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower and each Lender. (d) Interest payable pursuant to Section 2.8(a) shall be computed (i) in the case of Base Rate Loans on the basis of a 365-day or 366-day year, as the case may be, (ii) in the case of Eurodollar Rate Loans, on the basis of a 360-day year, in each case for the actual number of days elapsed in the period during which it accrues. In computing interest on any Loan, the date of the making of such Loan or the first day of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted from a Eurodollar Rate Loan, the date of conversion of such Eurodollar Rate Loan to such Base Rate Loan, as the case may be, shall be included, and the date of payment of such Loan or the expiration date of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted to a Eurodollar Rate Loan, the date of conversion of such Base Rate Loan to such Eurodollar Rate Loan, as the case may be, shall be excluded; provided, if a Loan is repaid on the same day on which it is made, one dayâ&#x20AC;&#x2122;s interest shall be paid on that Loan. (e) Except as otherwise set forth herein, interest on each Loan (A) shall accrue on a daily basis and shall be payable in arrears on each Interest Payment Date with respect to interest accrued on and to each such payment date; (B) shall accrue on a daily basis and shall be payable in arrears upon any prepayment of that Loan, whether voluntary or mandatory, to the extent accrued on the amount being prepaid; and (C) shall accrue on a daily basis and shall be payable in arrears at maturity of that Loan, including on the Loan Maturity Date. 2.9.

Conversion/Continuation.

(a) Subject to Section 2.18 and so long as no Default or Event of Default shall have occurred and then be continuing, Borrower shall have the option with respect to any Loan: (i) to convert at any time all or any part of such Loan equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount from one Type of Loan to another Type of Loan; provided, a Eurodollar Rate Loan may only be converted on the expiration of the

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Interest Period applicable to such Eurodollar Rate Loan unless Borrower shall pay all amounts due under Section 2.18 in connection with any such conversion; or (ii) upon the expiration of any Interest Period applicable to any Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount as a Eurodollar Rate Loan. (b) Subject to Section 3.2, Borrower shall deliver a Conversion/Continuation Notice to Administrative Agent no later than 10:00 a.m. (New York City time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any Eurodollar Rate Loans shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower shall be bound to effect a conversion or continuation in accordance therewith. If on any day a Loan is outstanding with respect to which a Conversion/Continuation Notice has not been delivered to Administrative Agent in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, then for that day such Loan shall be a Base Rate Loan. 2.10. Default Interest. Notwithstanding the foregoing, immediately on the occurrence and during the continuance of any Event of Default, the outstanding principal amount of the DIP Term Loan Obligations and any overdue amounts shall bear interest or earn fees at a rate (the “Default Rate”) per annum equal to 2.0% plus the rate otherwise applicable thereto and such interest shall be payable on demand. 2.11.

Fees.

(a) The Borrower agrees to pay a closing fee in the amount of (i) 3.50% of the Lenders’ aggregate Commitments on the Effective Date and (ii) 1.50% of the Lenders’ Roll-Up Loans on the Final Order Entry Date (in each case, prior to giving effect to any funding on such date), payable in full in cash on (x) the Effective Date in the case of all Commitments other than Commitments with respect to the Fabric Purchase Subfacility and (y) on the date of funding of the applicable Loans under the Fabric Purchase Subfacility; provided, that such closing fee with respect to the Fabric Purchase Subfacility may be structured as original issue discount and for the avoidance of doubt, may be net funded out of the borrowing of the applicable Loans under the Fabric Purchase Subfacility to account therefor. (b) The Borrower agrees to pay a commitment fee in the amount of 1.75% per annum for the undrawn portion of its Delayed Draw Term Loan Commitments, payable monthly in cash in arrears. The commitment fee shall accrue from the period from and including the Effective Date to the earlier of (i) the Loan Maturity Date and (ii) the funding of all Delayed Draw Term Loan Commitments on the average daily unused amount of the Delayed Draw Term Loan Commitments. (c) Borrower agrees to pay an exit fee (the “Exit Fee”) in the amount of 1.50% of the aggregate amount of the DIP Term Loan Facility in effect on the Effective Date (prior to giving effect to any funding on such date) (including, without duplication, (x) the aggregate amount of New Loans (and Loan Commitments in respect thereof), which shall be deemed to be $45,000,000 for purposes of this clause (x) and (y) the Roll-Up Loans), which Exit Fee shall be payable to each Lender in accordance with its Pro Rata Share in cash on the date on which all Commitments are terminated and all DIP Term Loan Obligations are paid in full.

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2.12. Scheduled Payments. The Borrower promises to repay all Loans, together with all other amounts owed hereunder with respect thereto no later than the Loan Maturity Date. 2.13.

Voluntary Prepayments; Commitment Reductions. (a)

Voluntary Prepayments.

(i) From time to time, Borrower may prepay Loans on any Business Day in whole or in part, in an aggregate minimum amount of $1,000,000 and integral multiples of $250,000 in excess of that amount; (ii) All such prepayments shall be made upon not less than one Business Day’s prior written or telephonic notice; and given to Administrative Agent by 12:00 p.m. (New York City time) on the date required and, if given by telephone, promptly confirmed by delivery of written notice thereof to Administrative Agent (and Administrative Agent will promptly transmit such original notice for Loans by telefacsimile or telephone to each Lender). Upon the giving of any such notice, the principal amount of the Loans specified in such notice shall become due and payable on the prepayment date specified therein; provided that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the effectiveness of another credit facility, the consummation of a Sale, the closing of a securities offering or similar transaction, the receipt of any insurance or other proceeds or funds in connection with a settlement of, or payment in respect of, any property or casualty insurance claim or any condemnation proceeding relating to any asset of Holdings or any of its Subsidiaries, or the occurrence or non-occurrence of any similar event specified in such notice, in which case such notice may be extended or revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified prepayment date) if such condition is not satisfied. Any such voluntary prepayment shall be applied as specified in Section 2.15(a). (b) Commitment Reductions. The Borrower shall have the right at any time and from time to time to reduce the Commitments, without premium or penalty, in an aggregate minimum principal amount of $1,000,000 and integral multiples of $250,000 in excess of that amount, subject to prior notice in accordance with the below, which notice shall be irrevocable. Each reduction made pursuant to this Section 2.13(b) shall be made upon written notice to the Administrative Agent, signed by an Authorized Officer of the Borrower, which notice must be received by the Administrative Agent no later than 12:00 p.m. (New York City time) one Business Day prior to any date of reduction. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such reduction (based on such Lender’s percentage (carried out to the ninth decimal place)). 2.14.

Mandatory Prepayments.

(a) Sales. Subject to the Intercreditor Arrangements, no later than the first Business Day following the date of receipt by Holdings or any of its Subsidiaries of any Net Sale Proceeds, or any proceeds resulting from a Sale or disposition permitted pursuant to Section 6.8 (other than Section 6.8(d)), Borrower shall prepay the Loans and, if applicable, the loans under the DIP ABL Loan Agreement as set forth in Section 2.15(b) in an aggregate amount equal to such Net Sale Proceeds or such proceeds received on account of a Sale or disposition permitted pursuant to Section 6.8, as applicable. (b) Insurance/Condemnation Proceeds. Subject to the Intercreditor Arrangements, no later than the first Business Day following the date of receipt by Holdings or any of its Subsidiaries, or Administrative Agent as loss payee, of any Net Insurance/Condemnation Proceeds, Borrower shall prepay

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the Loans and, if applicable, the loans under the DIP ABL Loan Agreement (or direct Administrative Agent to prepay the Loans and, if applicable, the loans under the Prepetition ABL Credit Agreement) as set forth in Section 2.15(b) in an aggregate amount equal to such Net Insurance/Condemnation Proceeds. (c) Issuance of Debt. Subject to the Intercreditor Arrangements, no later than the first Business Day following the date of receipt by Holdings or any of its Subsidiaries of any Cash proceeds from the incurrence of any Indebtedness of such Person (other than with respect to any Indebtedness permitted to be incurred pursuant to Section 6.1), Borrower shall prepay the Loans as set forth in Section 2.15(b) in an aggregate amount equal to 100% of such proceeds, net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses. (d)

[Reserved].

(e) Prepayment Certificate. Concurrently with any prepayment of the Loans pursuant to Sections 2.14(a) through 2.14(c), Borrower shall deliver to Administrative Agent a certificate of an Authorized Officer demonstrating the calculation of the amount of the applicable net proceeds. In the event that Borrower shall subsequently determine that the actual amount received exceeded the amount set forth in such certificate, Borrower shall promptly make an additional prepayment of the Loans in an amount equal to such excess, and Borrower shall concurrently therewith deliver to Administrative Agent a certificate of an Authorized Officer demonstrating the derivation of such excess. 2.15.

Application of Prepayments.

(a) Application of Voluntary Prepayments. Subject to the Intercreditor Arrangements, any prepayment of any Loan pursuant to Section 2.13(a) shall be applied to prepay all outstanding principal with respect to the Loans. (b) Application of Mandatory Prepayments. Any prepayment of Loans pursuant to Section 2.14(a), (b) or (c) shall be applied to prepay all outstanding principal with respect to the Loans; provided, that for so long as the DIP ABL Loan Agreement is in effect, any Net Sale Proceeds or Net Insurance/Condemnation Proceeds with respect to any asset constituting Revolving Loan Collateral shall first be applied as required under the DIP ABL Loan Agreement and second to prepay all outstanding principal with respect to the Loans. 2.16.

General Provisions Regarding Payments.

(a) All payments by Borrower of principal, interest, fees and other DIP Term Loan Obligations shall be made in Dollars in same day funds, without defense, recoupment, setoff or counterclaim, free of any restriction or condition, and delivered to Administrative Agent not later than 2:00 p.m. (New York City time) on the date due at the Principal Office of Administrative Agent for the account of Lenders; for purposes of computing interest and fees, funds received by Administrative Agent after that time on such due date may, in the discretion of the Administrative Agent, be deemed to have been paid by Borrower on the next succeeding Business Day. (b) All payments in respect of the principal amount of any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, and all such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the payment of interest then due and payable before application to principal.

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(c) Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lenderâ&#x20AC;&#x2122;s applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due thereto, including all fees payable with respect thereto, to the extent received by Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/ Continuation Notice is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any Eurodollar Rate Loans, Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day. (f) Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the rate determined pursuant to Section 2.10 from the date such amount was due and payable until the date such amount is paid in full. (g) If an Event of Default shall have occurred and not otherwise been waived, all payments or proceeds received by Agents in respect of any of the DIP Term Loan Obligations, may, in the discretion of the Administrative Agent (and shall, if so directed by the Requisite Lenders) be applied in the following order of priority: (i) first, to the payment of all costs and expenses of any sale, collection or other realization, including reasonable compensation to the Collateral Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewith, and all amounts for which the Collateral Agent is entitled to indemnification hereunder (in its capacity as the Collateral Agent and not as a Lender) and all advances made by the Collateral Agent hereunder for the account of the applicable Credit Party, and to the payment of all costs and expenses paid or incurred by the Collateral Agent in connection with the exercise of any right or remedy hereunder or under the Credit Agreement, all in accordance with the terms hereof or thereof; (ii) second, to the extent of any excess of such proceeds, to the payment of all other Secured Obligations in respect of the Loans for the ratable benefit of the Lenders; and (iii) third, to the extent of any excess of such proceeds, to the payment to or upon the order of the applicable Credit Party or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct, but subject to the terms of the Intercreditor Arrangements. 2.17. Ratable Sharing. Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereof), through the exercise of any right of set-off or bankerâ&#x20AC;&#x2122;s lien, by counterclaim or cross action or by the enforcement of any right under the Credit Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment of a proportion of the aggregate amount of principal, interest, fees and other amounts then due

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and owing to such Lender hereunder or under the other Credit Documents (collectively, the “Aggregate Amounts Due” to such Lender) which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (a) notify Administrative Agent and each other Lender of the receipt of such payment and (b) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided, if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of Borrower or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. Borrower expressly consents to the foregoing arrangement and agrees, to the extent it may do so under applicable law, that any holder of a participation so purchased may exercise any and all rights of banker’s lien, consolidation, set-off or counterclaim with respect to any and all monies owing by Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder. The provisions of this Section 2.17 shall not be construed to apply to (a) any payment made by Borrower pursuant to and in accordance with the express terms of this Agreement or (b) any payment obtained by any Lender as consideration for the assignment of, or sale of a participation in, any of its Loans or other DIP Term Loan Obligations owed to it. 2.18.

Making or Maintaining Eurodollar Rate Loans

(a) Inability to Determine Applicable Interest Rate. In the event that Administrative Agent shall have determined (which determination shall be final and conclusive and binding upon all parties hereto, absent manifest error), on any Interest Rate Determination Date with respect to any Eurodollar Rate Loans, that by reason of circumstances affecting the London interbank market adequate and fair means do not exist for ascertaining the interest rate applicable to such Loans on the basis provided for in the definition of Adjusted Eurodollar Rate, Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to Borrower and each Lender of such determination, whereupon (i) no Loans may be made as, or converted to, Eurodollar Rate Loans until such time as Administrative Agent notifies Borrower and Lenders that the circumstances giving rise to such notice no longer exist, and (ii) any Conversion/Continuation Notice given by Borrower with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by Borrower. (b) Illegality or Impracticability of Eurodollar Rate Loans. In the event that on any date any Lender shall have determined (which determination shall be final and conclusive and binding upon all parties hereto, absent manifest error) that the making, maintaining or continuation of its Eurodollar Rate Loans (i) has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or (ii) has become impracticable, as a result of contingencies occurring after the date hereof which materially and adversely affect the London interbank market or the position of such Lender in that market, then, and in any such event, such Lender shall be an “Affected Lender” and it shall on that day give notice (by e-mail or by telephone confirmed in writing) to Borrower and Administrative Agent of such determination (which notice Administrative Agent shall promptly transmit to each other Lender). If the Administrative Agent receives a notice from (x) any Lender pursuant to clause (i) of the preceding sentence or (y) a notice from Lenders constituting Requisite Lenders pursuant to clause (ii) of the preceding sentence, then (1) the obligation of the Lenders (or, in the case of any notice pursuant to clause (i) of the preceding sentence, such Lender) to make Loans as, or to

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convert Loans to, Eurodollar Rate Loans shall be suspended until such notice shall be withdrawn by such Requisite Lenders or each Affected Lender, as the case may be, (2) to the extent such determination by the Affected Lender relates to a Eurodollar Rate Loan then being requested by Borrower pursuant to a Conversion/Continuation Notice, the Lenders (or in the case of any notice pursuant to clause (i) of the preceding sentence, such Lender) shall make such Loan as (or continue such Loan as or convert such Loan to, as the case may be) a Base Rate Loan, (3) the Lenders’ (or in the case of any notice pursuant to clause (i) of the preceding sentence, such Lender’s) obligations to maintain their respective outstanding Eurodollar Rate Loans (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, and (4) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination. Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a Eurodollar Rate Loan then being requested by Borrower pursuant to a Conversion/Continuation Notice, Borrower shall have the option, subject to the provisions of Section 2.18(c), to rescind such Conversion/Continuation Notice as to all Lenders by giving written or telephonic notice (promptly confirmed by delivery of written notice thereof) to Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission Administrative Agent shall promptly transmit to each other Lender). (c) Compensation for Breakage or Non-Commencement of Interest Periods. Borrower shall compensate each Lender, upon written request by such Lender (which request shall set forth the basis for requesting such amounts), for all reasonable losses, expenses and liabilities (including any interest paid or payable by such Lender to Lenders of funds borrowed by it to make or carry its Eurodollar Rate Loans and any loss, expense or liability sustained by such Lender in connection with the liquidation or re-employment of such funds but excluding loss of anticipated profits) which such Lender may sustain: (i) if for any reason (other than a default by such Lender) a conversion to or continuation of any Eurodollar Rate Loan does not occur on a date specified therefor in a Conversion/Continuation Notice or a telephonic request for conversion or continuation; (ii) if any prepayment or other principal payment of, or any conversion of, any of its Eurodollar Rate Loans occurs on a date prior to the last day of an Interest Period applicable to that Loan; or (iii) if any prepayment of any of its Eurodollar Rate Loans is not made on any date specified in a notice of prepayment given by the Borrower. (d) Booking of Eurodollar Rate Loans. Any Lender may make, carry or transfer Eurodollar Rate Loans at, to, or for the account of any of its branch offices or the office of an Affiliate of such Lender. (e) Assumptions Concerning Funding of Eurodollar Rate Loans. Calculation of all amounts payable to a Lender under this Section 2.18 and under Section 2.19 shall be made as though such Lender had actually funded each of its relevant Eurodollar Rate Loans through the purchase of a Eurodollar deposit bearing interest at the rate obtained pursuant to clause (i) of the definition of Adjusted Eurodollar Rate in an amount equal to the amount of such Eurodollar Rate Loan and having a maturity comparable to the relevant Interest Period and through the transfer of such Eurodollar deposit from an offshore office of such Lender to a domestic office of such Lender in the United States of America; provided, however, each Lender may fund each of its Eurodollar Rate Loans in any manner it sees fit and the foregoing assumptions shall be utilized only for the purposes of calculating amounts payable under this Section 2.18 and under Section 2.19. 2.19.

Increased Costs; Capital Adequacy.

(a) Compensation For Increased Costs and Taxes. In the event that any Lender shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or in

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the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authority, in each case that becomes effective after the Effective Date (or in the case of any Lender that becomes a party after the Effective Date, after the date that such Lender becomes a party hereto), or compliance by such Lender with any guideline, request or directive issued or made after the Effective Date by any central bank or other governmental or quasi-governmental authority (whether or not having the force of law) in each case that has become effective after the Effective Date (or, in the case of a Lender that becomes a party hereto after the Effective Date, the date such Lender becomes a party hereto): (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than Taxes subject to indemnification under Section 2.20 and Excluded Taxes) with respect to this Agreement or any of the other Credit Documents or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to Eurodollar Rate Loans that are reflected in the definition of Adjusted Eurodollar Rate); or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining Eurodollar Rate Loans hereunder or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, Borrower shall promptly pay to such Lender such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its sole discretion shall determine) as may be necessary to compensate such Lender for any such increased cost or reduction in amounts received or receivable hereunder. Such Lender shall deliver to Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.19(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error. (b) Capital Adequacy Adjustment. In the event that any Lender shall have determined that the adoption, effectiveness, phase-in or applicability after the Effective Date (or in the case of any Lender that becomes a party after the Effective Date, after the date that such Lender becomes a party hereto) of any law, rule or regulation (or any provision thereof) regarding capital adequacy, liquidity requirements, or any change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lenderâ&#x20AC;&#x2122;s Loans or participations therein or other obligations hereunder with respect to the Loans to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy), then from time to time, within five Business Days after receipt by Borrower from such Lender of the statement referred to in the next sentence, Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after-tax basis for such reduction. Such Lender shall deliver to Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.19(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

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(c) For purposes of this Agreement, the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder, issued in connection therewith or in implementation thereof, and all requests, rules, guidelines and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III are deemed to be adopted and gone into effect after the Effective Date. 2.20.

Taxes; Withholding, Etc.

(a) Payments to Be Free and Clear. All sums payable by or on behalf of any Credit Party hereunder and under the other Credit Documents shall (except to the extent required by law) be paid free and clear of, and without any deduction or withholding on account of, any Tax other than an Excluded Tax. (b) Withholding of Taxes. If any Credit Party or any other Person (acting as a withholding agent) is (in each case, in such Credit Party’s or Person’s reasonable good faith discretion) required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by or on behalf of any Credit Party to Administrative Agent or any Lender under any of the Credit Documents: (i) Borrower shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Borrower becomes aware of it; (ii) Borrower shall pay, or cause to be paid, any such Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) unless otherwise provided in this Section 2.20, the sum payable by such Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment of a Tax other than an Excluded Tax (including any deduction, withholding or payment of a Tax other than an Excluded Tax on such increased amount), Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after the due date of payment of any Tax which it is required by clause (ii) above to pay, Borrower shall deliver to Administrative Agent evidence satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided, with respect to any United States federal withholding tax, no such additional amount shall be required to be paid to any Lender under clause (iii) above except to the extent that any change after the Effective Date (in the case of each Lender listed on the signature pages hereof on the Effective Date) or after the effective date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the Effective Date or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender; provided, that additional amounts shall be payable to a Lender to the extent such Lender’s assignor was entitled to receive such additional amounts. (c) Evidence of Exemption From U.S. Withholding Tax. Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. federal income tax purposes (a “Non-US Lender”) shall deliver to Administrative Agent and Borrower, on or prior to the Effective Date (in the case of each Lender listed on the signature pages hereof on the Effective Date) or on or prior to the date of the Assignment Agreement pursuant to which it becomes a Lender (in the case of each other Lender), and at such other times as may be necessary in the determination of Borrower or Administrative Agent (each in the reasonable exercise of its discretion), (i) two original copies of Internal Revenue Service Form W-8BEN or W-8BEN-E (claiming benefits of an

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applicable tax treaty), W-8ECI, W-8EXP and/or W-8IMY (with any required attachments) (or, in each case, any successor forms), as applicable, properly completed and duly executed by such Lender, and such other documentation required under the Internal Revenue Code and reasonably requested by Borrower or Administrative Agent to establish that such Lender is not subject to (or is subject to a reduced rate of) deduction or withholding of United States federal income tax with respect to any payments to such Lender of principal, interest, fees or other amounts payable under any of the Credit Documents, or (ii) if such Lender is relying on the so-called portfolio interest exemption, a Certificate re Non-Bank Status together with two original copies of Internal Revenue Service Form W-8BEN or W8BEN-E (or any successor form), properly completed and duly executed by such Lender, and such other documentation required under the Internal Revenue Code and reasonably requested by Borrower or Administrative Agent to establish that such Lender is not subject to deduction or withholding of United States federal income tax with respect to any payments to such Lender of interest payable under any of the Credit Documents. Each Lender that is a United States person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for United States federal income tax purposes (a â&#x20AC;&#x153;U.S. Lenderâ&#x20AC;?) shall deliver to Administrative Agent and Borrower on or prior to the Effective Date (or, if later, on or prior to the date on which such Lender becomes a party to this Agreement) two original copies of Internal Revenue Service Form W-9 (or any successor form), properly completed and duly executed by such Lender, certifying that such U.S. Lender is entitled to an exemption from United States backup withholding tax, or otherwise prove that it is entitled to such an exemption. Each Lender required to deliver any forms, certificates or other evidence with respect to United States federal income tax withholding matters pursuant to this Section 2.20(c) hereby agrees, from time to time after the initial delivery by such Lender of such forms, certificates or other evidence, whenever a lapse in time or change in circumstances renders such forms, certificates or other evidence obsolete or inaccurate in any material respect, that such Lender shall promptly deliver to Administrative Agent and Borrower two new original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8ECI, W-8EXP, W-8IMY and/or W9 (or, in each case, any successor form), or a Certificate re Non-Bank Status and two original copies of Internal Revenue Service Form W-8BEN or W-8BEN-E (or any successor form) or other forms provided pursuant to this Section 2.20(c), as the case may be, properly completed and duly executed by such Lender, and such other documentation required under the Internal Revenue Code and reasonably requested by Borrower or Administrative Agent to confirm or establish that such Lender is not subject to deduction or withholding of United States federal income tax with respect to payments to such Lender under the Credit Documents, or notify Administrative Agent and Borrower of its inability to deliver any such forms, certificates or other evidence. Borrower shall not be required to pay any additional amount to any Lender under Section 2.20(b)(iii) to the extent the relevant Taxes are imposed because such Lender shall have failed (1) to deliver the forms, certificates or other evidence required by this Section 2.20(c) or (2) to notify Administrative Agent and Borrower of its inability to deliver any such forms, certificates or other evidence, as the case may be; provided, if such Lender shall have satisfied the requirements of the first sentence of this Section 2.20(c) on the Effective Date or on the date of the Assignment Agreement pursuant to which it became a Lender, as applicable, nothing in this last sentence of Section 2.20(c) shall relieve Borrower of its obligation to pay any additional amounts pursuant this Section 2.20 in the event that, as a result of any change in any applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof, such Lender is no longer properly entitled to deliver forms, certificates or other evidence at a subsequent date establishing the fact that such Lender is not subject to withholding as described herein. Each Agent that is entitled to any sum paid or payable by any Credit Party under any Credit Documents shall deliver to Borrower, on or prior to the Effective Date (or on or prior to the date of an assignment pursuant to which it becomes an Agent, and at such other times as may be necessary in the reasonable determination of the Borrower), two duly executed copies of IRS Form W-9 or other applicable form. (d)

[Reserved].

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(e) Without limiting the provisions of Section 2.20(b), Borrower shall timely pay all Other Taxes to the relevant Governmental Authorities in accordance with applicable law. Borrower shall deliver to Administrative Agent official receipts or other evidence of such payment reasonably satisfactory to Administrative Agent in respect of any Other Taxes payable hereunder promptly after payment of such Other Taxes. (f) The Borrower shall indemnify the Administrative Agent and any Lender for the full amount of Taxes (including Other Taxes) for which additional amounts are required to be paid pursuant to Section 2.20(b)(iii) (for the avoidance of doubt, excluding Excluded Taxes) arising in connection with this Agreement or any other Credit Document and Other Taxes (including any such Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 2.20, for the avoidance of doubt, excluding Excluded Taxes) paid by Administrative Agent or Lender or any of their respective Affiliates and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such Taxes delivered to such Credit Party shall be conclusive absent manifest error. Such payment shall be due within thirty (30) days of such Credit Party’s receipt of such certificate. For the avoidance of doubt, any amount paid pursuant to this Section 2.20(f) shall not be in duplication of any amounts paid pursuant to any other clause of this Section 2.20. (g) If Borrower pays any additional amounts under this Section 2.20 to a Lender and such Lender determines, in good faith and in its sole discretion, that it has received a refund of Taxes as to which Borrower paid such additional amounts, such Lender shall pay over such refund to Borrower (but only to the extent of additional amounts paid by Borrower with respect to the Taxes giving rise to such refund), net of all expenses of the Lender (including any Taxes imposed with respect to such refund) as determined by the Lender in good faith and in its sole discretion, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided, that Borrower, upon the request of Administrative Agent or such Lender, agrees to repay as soon as reasonably practicable the amount paid over to Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to such Lender in the event such Lender is required to repay such refund to such Governmental Authority. Nothing in this Section 2.20 shall require any Lender to disclose any information it deems confidential to Borrower (including, without limitation, its Tax returns). (h) If a payment made to a Lender hereunder may be subject to U.S. federal withholding tax under FATCA, such Lender shall deliver to Borrower and Administrative Agent, at the time or times prescribed by law and at such time or times reasonably requested by Borrower or Administrative Agent, such documentation and information prescribed by applicable law and such additional documentation and information reasonably requested by Borrower or Administrative Agent to comply with its withholding obligations, to determine that such Lender has complied with such Lender’s obligations or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 2.20(h), “FATCA” shall include any amendments made to FATCA after the Effective Date. (i) Survival. Each party’s obligations under this Section 2.20 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 Loan Commitments and the repayment, satisfaction or discharge of all obligations under any Credit Document. 2.21. Obligation to Mitigate. Each Lender agrees that, as promptly as practicable after the officer of such Lender responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Lender or that

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would entitle such Lender to receive payments under Section 2.18, 2.19 or 2.20, it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (a) maintain its Loans, including any Affected Loans, through another office of such Lender, or (b) take such other measures as such Lender may deem reasonable, if as a result thereof the circumstances which would cause such Lender to be an Affected Lender would cease to exist or the additional amounts which would otherwise be required to be paid to such Lender pursuant to Section 2.18, 2.19 or 2.20 would be materially reduced and if, as determined by such Lender in its sole discretion, the maintaining of such Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Loans or the interests of such Lender; provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.21 unless Borrower agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described above. A certificate as to the amount of any such expenses payable by Borrower pursuant to this Section 2.21 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to Borrower (with a copy to Administrative Agent) shall be conclusive absent manifest error. SECTION 3. CONDITIONS PRECEDENT 3.1. Initial Term Loan Funding Date. The effectiveness of this Agreement and the obligations of the Lenders to make Initial Term Loans on the Effective Date is subject to the satisfaction of the following conditions on or before the Effective Date, each of which may be waived by each Lender having Initial Term Loan Commitments identified on Appendix A, in each case, in its sole discretion: (a) Credit Documents. Receipt by the Administrative Agent of (x) counterparts of this Agreement and the other Credit Documents (which shall be in form and substance satisfactory to the Administrative Agent), duly executed and delivered by the Administrative Agent, the Lenders, Borrower and each Guarantor and (y) the exhibits, annexes and schedules to be attached to this Agreement and other Credit Documents, in each case, in form and substance satisfactory to the Administrative Agent. (b) Organizational Documents; Incumbency. Administrative Agent shall have received, in respect of each Credit Party, (i) sufficient copies of each Organizational Document as Administrative Agent shall request, and, to the extent applicable, certified as of the Effective Date or a recent date prior thereto by the appropriate Governmental Authority; (ii) signature and incumbency certificates of the officers of such Credit Party; (iii) resolutions of the Board of Directors or similar governing body of such Credit Party approving and authorizing the execution, delivery and performance of this Agreement and the other Credit Documents to which it is a party as of the Effective Date, certified as of the Effective Date by its secretary or an assistant secretary as being in full force and effect without modification or amendment; (iv) a good standing certificate from the applicable Governmental Authority of such Credit Partyâ&#x20AC;&#x2122;s jurisdiction of incorporation, organization or formation, each dated the Effective Date or a recent date prior thereto; and (v) such other documents as Administrative Agent may reasonably request. (c) Organizational and Capital Structure. The organizational structure and capital structure of Parent and its Subsidiaries shall be as set forth on Schedule 4.1. (d) Funding Notice. Administrative Agent shall have received a fully executed and delivered Funding Notice. (e) Budget. Administrative Agent shall have received the Budget, which shall be in form and substance acceptable to the Administrative Agent in its sole and absolute discretion;

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(f) Disbursement Letter. The Lenders shall have received a fully executed and delivered Disbursement Letter. (g) KYC Documentation. Each Lender shall have received at least three Business Days prior to the Effective Date all documentation and other information about the Credit Parties required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Patriot Act that such Lender shall have requested at least five Business Days prior to the Effective Date. (h) Funding Account. The Funding Account shall have been established in form and substance satisfactory to the Administrative Agent in its sole discretion. (i) Fees and Expenses. The Borrower shall have (x) paid to the Administrative Agent all fees, to the extent payable on or before the Effective Date pursuant to Section 2.11 and (y) reimbursed (or shall reimburse on the Effective Date) each of the Administrative Agent and each Lender for all of their respective reasonable out-of-pocket costs and expenses incurred in connection with this Agreement and the negotiation, preparation, execution and delivery of this Agreement, the other Credit Documents and the transactions contemplated thereby, including, without limitation, reasonable fees and disbursements and other charges of counsel to the Administrative Agent and counsel to each Lender, to the extent invoiced on or prior to the Effective Date. (j) Effective Date Certificate. Borrower shall have delivered to Administrative Agent an executed certificate, together with all attachments thereto, dated as of the Effective Date, certifying that the requirements of Sections 3.1 have been satisfied and attaching a copy of the DIP ABL Loan Agreement and the Intercreditor Arrangements, together with all exhibits, schedules and annexes thereto. (k) Prepetition Consents. The Prepetition Term Agent, the Prepetition Term Lenders holding no less than 50.1% of the aggregate principal amount of loans outstanding under the Prepetition Term Loan Agreement and the Existing Tranche A Requisite Lenders (as defined in the Prepetition Term Loan Agreement), in each case, shall have consented to the terms of this Agreement. (l) Representations and Warranties. The representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects (other than any representation or warranty qualified by “materiality” or “Material Adverse Effect”, in which case, such representation or warranty shall be true and correct) on and as of Effective Date (both before and after giving effect to the borrowing of the Initial Term Loans) with the same effect as though made on and as of the Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct as of such earlier date. (m) No Default. As of the Effective Date (and after giving pro forma effect to the borrowing of the Loans on the Effective Date), no event shall have occurred and be continuing or would result from the consummation of the borrowing of the Initial Term Loans that would constitute an Event of Default or a Default. (n) Actions. There shall exist no unstayed action, suit, investigation, litigation or proceeding pending or threatened in any court or before any arbitrator or governmental instrumentality (other than the Cases) that could reasonably be expected to have a Material Adverse Effect.

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(o) DIP ABL. The DIP ABL Loan Agreement, in form and substance satisfactory to the Lenders (in their sole discretion), shall, subject to the entry of the Interim Order, become effective substantially concurrently with DIP Term Loan Facility. (p) Interim Order. The Interim Order Entry Date shall have occurred prior to the Effective Date and not later than two days following the Petition Date, and the Interim Order shall be in full force and effect, shall not have been vacated or reversed, shall not have been modified or amended other than as acceptable to the Administrative Agent in its sole discretion and shall not be subject to a stay, and the Administrative Agent shall have received a signed copy of the Interim Order entered by the Bankruptcy Court. (q) Petition Date and Cash Management. Petition Date shall have occurred and each Credit Party shall be a debtor and debtor-in-possession in the Cases. The “first day orders” sought by the Borrower shall be satisfactory in form and substance to the Administrative Agent in its reasonable discretion, except for a cash management order that shall be satisfactory in form and substance to the Administrative Agent in its sole discretion. (r) No Dismissal. The Cases of any of the Debtors shall have not been dismissed or converted to a case under Chapter 7 of the Bankruptcy Code. (s) No Trustee. No trustee under Chapter 7 or Chapter 11 of the Bankruptcy Code or examiner with enlarged powers beyond those set forth in Section 1106(a)(3) and (4) of the Bankruptcy Code shall have been appointed in any of the Cases. (t) Governmental Approvals. All necessary governmental and third party consents and approvals necessary in connection with the DIP Term Loan Facility and the transactions contemplated hereby shall have been obtained. (u) KYC. The Administrative Agent shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the USA PATRIOT Act to the extent requested not less than five Business Days prior to the relevant Funding Date. (v) Opinion. The Administrative Agent shall have received, on behalf of itself, the Collateral Agent and the Lenders, an opinion of Kirkland & Ellis LLP, counsel for the Debtors, dated the Effective Date and addressed to the Administrative Agent, the Collateral Agent and the Lenders, in form and substance customary for senior secured credit facilities in transactions of this kind and reasonably satisfactory to the Administrative Agent. 3.2. Conditions to Each Funding of Delayed Draw Term Loans. The obligation of each Lender to make Delayed Draw Term Loans on any Funding Date is subject to the satisfaction of the following conditions on or before such Funding Date, each of which may be waived by each Lender having Delayed Draw Term Loan Commitments identified on Appendix A, in each case, in its sole discretion: (a) Funding Notice. Administrative Agent shall have received a fully executed and delivered Funding Notice. (b) Fees and Expenses Paid. There shall have been paid to the Administrative Agent, for the account of the Administrative Agent and Lenders, as applicable, (x) all fees and expenses (including reasonable fees, charges, disbursements and expenses of counsel) due and payable on or before

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the Funding Date pursuant to the terms hereof and (y) reasonable fees and disbursements and other charges of counsel to the Lenders in connection with this Agreement, the other Credit Documents and the transactions contemplated thereby to the extent invoiced at least one Business Day before the Funding Date. (c) Representations and Warranties. The representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects (other than any representation or warranty qualified by “materiality” or “Material Adverse Effect”, in which case, such representation or warranty shall be true and correct) on and as of such Funding Date with the same effect as though made on and as of that date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct as of such earlier date. (d) No Default. As of such Funding Date and immediately after such borrowing, no event shall have occurred and be continuing or would result from the borrowing of such Delayed Draw Term Loans, as applicable, that would constitute an Event of Default or a Default. (e) No Violation of Law. The making of the Loans shall not violate any requirement of Law and shall not be enjoined, temporarily, preliminarily or permanently. (f) Final Order Entry Date. The Final Order Entry Date shall have occurred concurrently with or prior thereto, and the Final Order shall be in full force and effect, shall not have been vacated or reversed, shall not have been modified or amended other than as acceptable to the Administrative Agent in its sole discretion and shall not be subject to a stay, and the Administrative Agent shall have received a signed copy of the Final Order entered by the Bankruptcy Court. (g) No Material Adverse Effect. Since the Petition Date, no event, change, condition or development has occurred that has had or could reasonably be expected to have a Material Adverse Effect. (h) Use of Proceeds and Budget. The Administrative Agent shall have received the most recent Budget delivered pursuant to Section 5.1(a) of this Agreement, accompanied by a written statement certified by an Authorized Officer showing the proposed use of proceeds of the requested Loans in compliance with the Budget and specifying the amount of Loans that are requested to be funded under the Fabric Purchase Subfacility or otherwise. 3.3.

Conditions to Funding of Fabric Purchase Subfacility.

(a) Funding Notice. Administrative Agent shall have received a fully executed and delivered Funding Notice. (b) No Default. No event shall have occurred and be continuing that would constitute an Event of Default or a Default. (c) Consent Obtained. Administrative Agent shall have received consent of the Requisite Lenders to fund Loans under the Fabric Purchase Subfacility. (d) Fees and Expenses Paid. There shall have been paid to the Administrative Agent, for the account of the Administrative Agent and Lenders, as applicable, (x) all fees and expenses (including reasonable fees, charges, disbursements and expenses of counsel) due and payable on or before the Funding Date pursuant to the terms hereof (including pursuant to Section 2.11(a)).

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3.4. Conditions to Withdrawal of Loan Proceeds. The Borrower shall be permitted to access proceeds of the Loans held in the Funding Account upon satisfaction, or waiver in accordance with Section 10.5, of the following conditions: (a) Default or a Default.

No event shall have occurred and be continuing that would constitute an Event of

(b) The Borrowerâ&#x20AC;&#x2122;s deposit accounts (other than the Funding Account, the Term Loan Collateral Account and Excluded Accounts) are subject to full dominion of the agent under the DIP ABL Facility. (c) The aggregate amount of all Cash and Cash Equivalents of the Debtors is less than $[___] 4 and (ii) no availability exists under the DIP ABL Facility; provided, however, that this condition shall be deemed to not be satisfied to the extent such lack of availability is a result of any changes to the Original Borrowing Base that would constitute an Event of Default under Section 8.1(f). (d) In the case of Loans under the Fabric Purchase Subfacility, the Borrower shall be in compliance with the requirements of this Agreement applicable to Fabric Purchases and the Fabric Purchase Subfacility. SECTION 4. REPRESENTATIONS AND WARRANTIES In order to induce Agents and Lenders to enter into this Agreement, each Credit Party represents and warrants to each Agent and Lender on the Effective Date and on each Funding Date that the following statements are true and correct: 4.1.

Organization; Requisite Power and Authority; Qualification.

Each of Holdings and its Subsidiaries (a) is duly organized, validly existing and, to the extent applicable and except to the extent that the failure to be in good standing would not reasonably be expected to result in a Material Adverse Effect, in good standing under the laws of its jurisdiction of organization as identified in Schedule 4.1, (b) subject to the entry of the Orders and subject to the terms hereof, has all requisite corporate or limited liability company power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Credit Documents to which it is a party and to carry out the transactions contemplated thereby, and (c) is qualified to do business and in good standing in every jurisdiction where its assets are located and wherever necessary to carry out its business and operations, except in jurisdictions where the failure to be so qualified or in good standing has not had, and could not be reasonably expected to have, a Material Adverse Effect. 4.2. Equity Interests and Ownership. The Equity Interests of each of Holdings and its Subsidiaries have been duly authorized and validly issued and are fully paid and non-assessable. Except as set forth on Schedule 4.2, on the Effective Date, there is no existing option, warrant, call, right, commitment or other agreement to which Holdings or any of its Subsidiaries is a party requiring, and there is no membership interest or other Equity Interests of Holdings or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Holdings or any of its Subsidiaries of any additional membership interests or other Equity Interests of Holdings or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for 4

NTD: to be confirmed.

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or purchase, a membership interest or other Equity Interests of Holdings or any of its Subsidiaries. Schedule 4.2 correctly sets forth the ownership interest of Holdings and each of its Subsidiaries in their respective Subsidiaries as of the Effective Date. 4.3. Due Authorization. The execution, delivery and performance of the Credit Documents have been duly authorized by all necessary corporate or limited liability company action on the part of each Credit Party that is a party thereto. 4.4. No Conflict. The execution, delivery and performance by Credit Parties of the Credit Documents to which they are parties and the consummation of the transactions contemplated by the Credit Documents do not and will not (a) violate (i) subject to the entry of the Orders, any provision of any law or any governmental rule or regulation applicable to Holdings or any of its Subsidiaries, (ii) any of the Organizational Documents of Holdings or any of its Subsidiaries, or (iii) any order, judgment or decree of any court or other agency of government binding on Holdings or any of its Subsidiaries except, in the case of the foregoing clauses (i) and (iii), to the extent such violation could not reasonably be expected to have a Material Adverse Effect; (b) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any post-petition agreement to which Holdings or any of its Subsidiaries is a party or by which any of them or any of their property is or may be bound; or (c) result in or require the creation or imposition of any Lien upon any of the properties or assets of Holdings or any of its Subsidiaries (other than any Liens created under any of the Credit Documents in favor of Collateral Agent, on behalf of the Secured Parties). 4.5. Governmental Consents. Subject to the entry of the Orders and subject to the terms thereof, the execution, delivery and performance by Credit Parties of the Credit Documents to which they are parties and the consummation of the transactions contemplated by the Credit Documents do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by, any Governmental Authority except for filings and recordings with respect to the Collateral to be made, or otherwise delivered to Collateral Agent for filing and/or recordation, as of the Effective Date and except for any such registrations, approvals, consents, notices and actions, the failure of which to obtain or make will not have a Material Adverse Effect. 4.6. Binding Obligation. Subject to the entry of the Orders and subject to the terms thereof, each Credit Document has been duly executed and delivered by each Credit Party that is a party thereto and is the legally valid and binding obligation of such Credit Party, enforceable against such Credit Party in accordance with its respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditorsâ&#x20AC;&#x2122; rights generally or by equitable principles relating to enforceability. 4.7. Financial Information. (i) On and as of the Effective Date, the Budget, copies of which have heretofore been furnished to Administrative Agent and the Lenders and (ii) following the Effective Date, the Budget delivered pursuant to Section 5.1(a), in each case, are based on good faith estimates and assumptions made by the management of Holdings. 4.8. Use of Proceeds. The Borrower shall use the proceeds of the DIP Term Loan Facility solely as permitted by Section 2.6 of this Agreement. 4.9. No Material Adverse Effect. Since the Effective Date, no event, circumstance or change has occurred that has caused or evidences, or could reasonably be expected to result in, either in any case or in the aggregate, a Material Adverse Effect.

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4.10. OFAC. No Credit Party (a) is a Sanctioned Person, (b) has any of its assets in Sanctioned Entities, or (c) derives any of its operating income from investments in, or transactions with Sanctioned Persons or Sanctioned Entities, in each case, that would constitute a violation of applicable Laws. No proceeds of any Loan will be used and none have been used to fund any operations in, finance any investments or activities in, or make any payments to, a Sanctioned Person or a Sanctioned Entity, in each case, that would constitute a violation of applicable Laws. 4.11. Adverse Proceedings, Etc. Except for the Cases, the Canadian Cases, the other insolvency cases (or similar matters) related to the Borrowerâ&#x20AC;&#x2122;s non-U.S. affiliates, there are no Adverse Proceedings, individually or in the aggregate, that could reasonably be expected to have a Material Adverse Effect. Neither Holdings nor any of its Subsidiaries (a) is in violation of any applicable laws (including Environmental Laws) that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, or (b) is subject to or in default with respect to any final judgments, writs, injunctions, decrees, rules or regulations of any court or any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. 4.12.

Payment of Taxes.

Except as otherwise permitted under Section 5.3 or disclosed on Schedule 4.12 and except where failure to do so does not have, individually or in the aggregate, a Material Adverse Effect, all Tax returns and reports of Holdings and its Subsidiaries required to be filed by any of them have been timely filed, or if not timely filed, any applicable penalties have been paid and any such penalties were immaterial, and all amounts of Taxes (whether or not shown on such tax returns) due and payable and all assessments, fees and other governmental charges upon Holdings and its Subsidiaries and upon their respective properties, assets, income, businesses and franchises which are due and payable have been paid when due and payable. Holdings knows of no material proposed Tax assessment, audit, proceeding or investigation against Holdings or any of its Subsidiaries which is not being actively contested by Holdings or such Subsidiary in good faith and by appropriate proceedings; provided, such reserves or other appropriate provisions, if any, as shall be required in conformity with GAAP shall have been made or provided therefor. 4.13.

Properties.

(a) Title. Except to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect, each of Holdings and its Subsidiaries has (i) good and marketable title to (in the case of fee interests in real property), (ii) valid leasehold interests in (in the case of leasehold interests in real or personal property), (iii) valid licensed rights in (in the case of licensed interests in Intellectual Property) and (iv) good title to (in the case of all other personal property), all of their respective properties and assets and in the most recent financial information delivered pursuant to Section 5.1, in each case except for assets disposed of since the date of such financial statements in the ordinary course of business. Except as permitted by this Agreement, all such properties and assets are free and clear of Liens. (b) Real Estate. Except to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect, as of the Effective Date, Schedule 4.13 contains a true, accurate and complete list of (i) all Real Estate Assets, and (ii) all leases, subleases or assignments of leases (together with all amendments, modifications, supplements, renewals or extensions of any thereof) affecting each Real Estate Asset of any Credit Party, regardless of whether such Credit Party is the landlord or tenant (whether directly or as an assignee or successor in interest) under such lease, sublease or assignment. Except as could not, individually or in the aggregate, reasonably be expected to have a

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Material Adverse Effect, Holdings does not have knowledge of any default that has occurred and is continuing under each agreement listed in clause (ii) of the immediately preceding sentence, and each such agreement constitutes the legally valid and binding obligation of each applicable Credit Party, enforceable against such Credit Party in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally, concepts of reasonableness or by equitable principles. 4.14. Environmental Matters. None of Holdings, any of its Subsidiaries or any of their respective Facilities or operations is subject to any outstanding written order, consent decree or settlement agreement with any Person relating to any Environmental Law, any Environmental Claim, or any Hazardous Materials Activity that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. None of Holdings or any of its Subsidiaries has received any letter or request for information under Section 104 of the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. § 9604) or any comparable state law except for letters or requests failure to comply with which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. There are and, to each of Holdings’ and its Subsidiaries’ knowledge, have been, no conditions, occurrences, or Hazardous Materials Activities which could reasonably be expected to form the basis of an Environmental Claim against Holdings or any of its Subsidiaries that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. None of Holdings, any of its Subsidiaries, nor, to any Credit Party’s knowledge, any predecessor of Holdings or any of its Subsidiaries has filed any notice under any Environmental Law indicating past or present treatment of Hazardous Materials at any Facility, and none of Holdings’ or any of its Subsidiaries’ operations involves the generation, transportation, treatment, storage or disposal of hazardous waste, as defined under 40 C.F.R. Parts 260-270 or any state equivalent, except as carried out in compliance with Environmental Law or except as could not reasonably be expected to have a Material Adverse Effect. Compliance with all current or reasonably foreseeable future requirements pursuant to or under Environmental Laws could not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect. No event or condition has occurred or is occurring with respect to Holdings or any of its Subsidiaries relating to any Environmental Law, any Release of Hazardous Materials, or any Hazardous Materials Activity which individually or in the aggregate has had, or could reasonably be expected to have, a Material Adverse Effect. 4.15. No Defaults. Subject to the entry of the Orders and subject to the terms thereof, no Default or Event of Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this Agreement or any other Credit Document. 4.16.

[Reserved].

4.17. Investment Company. None of the Credit Parties is required to register as an “investment company” under the Investment Company Act of 1940, as amended. 4.18. Federal Reserve Regulations. None of Holdings, the Borrower or its Subsidiaries is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying Margin Stock. No part of the proceeds of any Loan will be used, whether directly or indirectly, and whether immediately, incidentally or ultimately, (i) to purchase or carry Margin Stock or to extend credit to others for the purpose of purchasing or carrying Margin Stock or to refund indebtedness originally incurred for such purpose, or (ii) for any purpose that entails a violation of, or that is inconsistent with, the provisions of the Regulations of the Board, including Regulation U or Regulation X

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4.19. Employee Matters. None of Holdings or any of its Subsidiaries is engaged in any unfair labor practice that could reasonably be expected to have a Material Adverse Effect. There is (a) no unfair labor practice complaint pending against Holdings or any of its Subsidiaries, or to the knowledge of Borrower, threatened against any of them before the National Labor Relations Board and no grievance or arbitration proceeding arising out of or under any collective bargaining agreement that is so pending against Holdings or any of its Subsidiaries or to the knowledge of Borrower, threatened against any of them, (b) no strike or work stoppage in existence or threatened, to the knowledge of Borrower, involving Holdings or any of its Subsidiaries and (c) to the best knowledge of Holdings, no union representation question existing with respect to the employees of Holdings or any of its Subsidiaries and, to the knowledge of Borrower, no union organization activity that is taking place, except (with respect to any matter specified in clause (a), (b) or (c) above, either individually or in the aggregate) such as is not reasonably likely to have a Material Adverse Effect. 4.20. Employee Benefit Plans. Except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (i) Holdings and each of its Subsidiaries are in compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan; (ii) each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status; (iii) no liability to the PBGC (other than required premium payments), with respect to any Employee Benefit Plan subject to Title IV of ERISA has been or is expected to be incurred by Holdings, any of its Subsidiaries or any of their ERISA Affiliates; (iv) no ERISA Event has occurred or is reasonably expected to occur; (v) except to the extent required under Section 4980B of the Internal Revenue Code, no Employee Benefit Plan provides health or life insurance benefits (through the purchase of insurance or otherwise) for any retired or former employee of Holdings or any of its Subsidiaries; and (vi) Holdings, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan. 4.21. Certain Fees. Except as previously disclosed in writing to the Administrative Agent, no broker’s or finder’s fee or commission will be payable with respect to the transactions contemplated hereby, except as payable to Agents and Lenders. 4.22. Cases. The Cases were commenced on the Petition Date in accordance with applicable Laws and proper notice thereof, and notice of the hearing for the approval of the Interim Order has been given as identified in the certificate of service filed with the Bankruptcy Court. 4.23. Compliance with Statutes, Etc. Each of Holdings and its Subsidiaries is in compliance with all applicable statutes, regulations and orders of, and all applicable restrictions imposed by, all Governmental Authorities, in respect of the conduct of its business and the ownership of its property (including compliance with all applicable Environmental Laws with respect to any Real Estate Asset or governing its business and the requirements of any permits issued under such Environmental Laws with respect to any such Real Estate Asset or the operations of Holdings or any of its Subsidiaries), except such non-compliance that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. 4.24. Disclosure. No representations or warranties of any Credit Party contained in any Credit Document or in any other documents, certificates or written statements furnished to any Agent or Lender

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by or on behalf of Holdings or any of its Subsidiaries for use in connection with the transactions contemplated hereby, taken as a whole (and excluding any projections and pro forma financial information), contains any untrue statement of a material fact or omits to state a material fact (known to Borrower, in the case of any document not furnished by it) necessary in order to make the statements contained herein or therein, taken as a whole, not misleading in light of the circumstances in which the same were made. Any projections and pro forma financial information contained in such materials are based upon good faith estimates and assumptions believed by Holdings to be reasonable at the time made, it being recognized by Lenders that such projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by any such projections may differ materially from the projected results. There are no facts known (or which should upon the reasonable exercise of diligence be known) to Holdings (other than matters of a general economic nature) that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect and that have not been disclosed herein or in such other documents, certificates and statements furnished to Lenders for use in connection with the transactions contemplated hereby. 4.25. PATRIOT Act. To the extent applicable, each Credit Party is in compliance, in all material respects, with (i) the Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto, and (ii) the PATRIOT Act. No part of the proceeds of the Loans will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended. 4.26. Orders. The Interim Order and, after it has been entered, the Final Order, and the transactions contemplated by this Agreement and the other Credit Documents are in full force and effect, and have not, in whole or in part, been reversed, modified, amended, stayed, vacated, appealed or subject to a stay pending appeal or otherwise challenged or subject to any pending or threatened challenge or proceeding in any jurisdiction, and the Borrower is in compliance with each Order. 4.27.

Security Documents.

(a) Subject to the entry of the Orders, the DIP Collateral Agreement is effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties) a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. To the extent not previously delivered to the Prepetition ABL Agent or the Prepetition Term Agent, as applicable, in the case of the Pledged Collateral described in the DIP Collateral Agreement, when certificates or promissory notes, as applicable, representing such Pledged Collateral are delivered to the Collateral Agent, and in the case of the other Collateral described in the DIP Collateral Agreement, when financing statements are filed with the Secretary of State of the State of Delaware, subject to the entry of the Orders, the Collateral Agent (for the benefit of the Secured Parties) shall have a perfected Lien on, and security interest in, all right, title and interest of the Credit Parties in such Collateral and, subject to Section 9-315 of the New York Uniform Commercial Code, the proceeds thereof, as security for the DIP Term Loan Obligations to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, in each case with the priority set forth in the Orders. (b) Subject to the entry of the Orders, the Collateral Agent (for the benefit of the Secured Parties) will have upon entry of the Interim Order, a valid Lien on all of the Credit Partiesâ&#x20AC;&#x2122; right, title and interest in and to the Collateral security interest in which is granted thereunder and under the Collateral Documents and the proceeds thereof, and subject to the entry of the Orders, the Collateral

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Agent (for the benefit of the Secured Parties) will have, upon entry of the Interim Order, a perfected Lien on, and security interest in, all right, title and interest of the Credit Parties in such Collateral and, to the extent applicable, subject to Section 9-315 of the Uniform Commercial Code, the proceeds thereof, in each case prior and superior in right to any other person, subject to the Permitted Liens having priority under applicable Law, the Orders and/or the Intercreditor Arrangements. SECTION 5. AFFIRMATIVE COVENANTS Each Credit Party covenants and agrees with each Lender and the Administrative Agent that until payment in full of all DIP Term Loan Obligations, such Credit Party shall perform, and shall cause each of its Subsidiaries to perform, all covenants in this Section 5. 5.1. Financial Information and Other Reports. Holdings will deliver to Administrative Agent and Lenders: (a)

Updated Budget and Monthly Reports.

(i) The Budget shall be updated, modified or supplemented no more frequently than monthly by the Borrower, and each such updated, modified or supplemented budget shall be approved in writing by, and shall be in form and substance reasonably satisfactory to, the Administrative Agent in its discretion and no such updated, modified or supplemented budget shall be effective until so approved and once so approved shall be deemed an Approved Budget; provided, however, that in the event the Administrative Agent and the Borrower, cannot agree as to an updated, modified or supplemented budget, such disagreement shall give rise to an Event of Default once the period covered by the prior Budget has terminated. Each Budget delivered to the Administrative Agent shall be accompanied by such supporting documentation as reasonably requested by the Administrative Agent. Each Budget shall be prepared in good faith based upon assumptions which the Borrower believes to be reasonable; and (ii) the Borrower shall deliver to the Administrative Agent on or before 11:59 p.m. Pacific time on Thursday of each week a compliance certificate shall include such detail as is reasonably satisfactory to the Administrative Agent, signed by an Authorized Officer of the Borrower certifying that (i) the Credit Parties are in compliance with the covenants contained in Section 5.19, (ii) no Default or Event of Default has occurred or, if such a Default or Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, and (iii) attaching a Budget Variance Report. (b) Notice of Default. Promptly upon any Authorized Officer of the Borrower obtaining knowledge (i) of any condition or event that constitutes a Default or an Event of Default or (ii) of the occurrence of any event or change that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect, a certificate of an Authorized Officer specifying the nature and period of existence of such condition, event or change, or specifying the notice given and action taken by any such Person and the nature of such claimed Event of Default, Default, event or condition, and what action the Borrower has taken, is taking and proposes to take with respect thereto. (c) Notice of Litigation. Promptly upon any officer of the Borrower obtaining knowledge of (i) the institution of, or non-frivolous threat of, any Adverse Proceeding not previously disclosed in writing by Borrower to Lenders, or (ii) any development in any Adverse Proceeding that, in the case of either clause (i) or (ii), if adversely determined could be reasonably expected to have a Material Adverse Effect, or seeks to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated hereby, written notice thereof

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together with such other information as may be reasonably available to Borrower to enable Lenders and their counsel to evaluate such matters. (d) ERISA. (i) Promptly upon becoming aware of the occurrence of or forthcoming occurrence of any ERISA Event which individually or in the aggregate results in or might reasonably be expected to result in liability of Holdings or any of its Subsidiaries in excess of $1,000,000 during the term hereof, a written notice specifying the nature thereof, what action Holdings, any of its Subsidiaries, or, if applicable, any of their respective ERISA Affiliates has taken or is taking with respect thereto and, when known, any action taken or threatened by the Internal Revenue Service, the Department of Labor or the PBGC with respect thereto; and (ii) upon Administrative Agent’s request, with reasonable promptness, copies of (1) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by Holdings and its Subsidiaries with the Internal Revenue Service with respect to each Pension Plan and (2) all notices received by Holdings, any of its Subsidiaries, or any of their respective ERISA Affiliates from a Multiemployer Plan sponsor concerning an ERISA Event. (e) Insurance Report. To the extent requested by the Administrative Agent, as soon as practicable and in any event by the last day of each Fiscal Year, a certificate from Borrower’s insurance broker(s) in form and substance reasonably satisfactory to Administrative Agent outlining all material insurance coverage maintained as of the date of such certificate by Holdings and its Subsidiaries and all material insurance coverage planned to be maintained by Holdings and its Subsidiaries in the immediately succeeding Fiscal Year. (f) Notice of Change in Board of Directors. With reasonable promptness, written notice of any change in the board of directors (or similar governing body) of Borrower. (g) Bankruptcy Court Filings. Upon request, from time to time, all proceedings, motions and other documents filed with the Bankruptcy Court on behalf of the Debtors in the Cases and all such material proceedings, motions and other documents shall include counsel for the Administrative Agent and counsel for each Lender on any “Special Notice List” or other similar list of parties to be served with papers in the Cases. (h) Environmental Reports and Audits. As soon as practicable following receipt thereof, copies of all environmental audits and reports with respect to environmental matters at any Facility or which relate to any environmental liabilities of Holdings or its Subsidiaries which, in any such case, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. (i) Information Regarding Collateral. (a) Borrower will furnish to Collateral Agent prompt written notice of any change (i) in any Credit Party’s corporate name, (ii) in any Credit Party’s identity or corporate structure, (iii) in any Credit Party’s jurisdiction of organization or (iv) in any Credit Party’s Federal Taxpayer Identification Number or state organizational identification number. Borrower and Holdings agree not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral as contemplated in the Collateral Documents. Borrower also agrees promptly to notify Collateral Agent if any material portion of the Collateral is damaged or destroyed. (j) Borrower agrees to (i) deliver to Administrative Agent and Lenders each report, notice, statement or certificate required to be delivered to any of the lenders or agents under the DIP ABL Loan Agreement and any related loan documents, including, without limitation, each Borrowing Base Certificate (as defined in the DIP ABL Loan Agreement) delivered to the DIP ABL Agent and (ii) notify the Administrative Agent and the Lenders of any imposition of any new reserves and any changes in the

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eligibility criteria set forth in the Borrowing Base (as defined in the DIP ABL Loan Agreement) or any components thereof. (k) (i) As soon as practicable in advance of filing with the Bankruptcy Court or delivering to the Committee appointed in a Case, if any, or to the U.S. Trustee, as the case may be, the Final Order, all other material proposed orders and pleadings related to (x) the Cases (all of which must be in form and substance reasonably satisfactory to the Administrative Agent) and (y) the DIP Term Loan Facility and/or any sale contemplated in accordance with Section 5.16 hereof and any Reorganization Plan and/or any disclosure statement related thereto (all of which must be in form and substance satisfactory to the Administrative Agent), and (ii) substantially simultaneously with the filing with the Bankruptcy Court or delivering to the Committee appointed in any Case, if any, or to the U.S. Trustee, as the case may be, monthly operating reports and all other notices, filings, motions, pleadings or other information concerning the financial condition of the Borrower or its Subsidiaries or the Cases that may be filed with the Bankruptcy Court or delivered to the Committee appointed in any Case, if any, or to the U.S. Trustee. (l) To the extent that the Administrative Agent (in its sole discretion) requires an audit in connection with the consummation of any Reorganization Plan or sale of any assets, within a time frame to be agreed, a consolidated and consolidating by segment balance sheet and related statements of operations, cash flows and ownersâ&#x20AC;&#x2122; equity showing the financial position of the Borrower and its Subsidiaries and the consolidated and consolidating by segment results of its operations and setting forth in comparative form the corresponding figures for the prior period, which consolidated and consolidating by segment balance sheet and related statements of operations, cash flows and ownersâ&#x20AC;&#x2122; equity shall be audited by independent public accountants of recognized national standing and accompanied by an opinion of such accountants to the effect that such consolidated and consolidating by segment financial statements fairly present, in all material respects, the financial position and results of operations of the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP. 5.2. Existence. Except as otherwise permitted under Section 6.8, each Credit Party will, and will cause each of its Subsidiaries to, at all times preserve and keep in full force and effect its existence and all rights and franchises, licenses and permits material to its business; provided, neither Holdings (other than with respect to existence) nor any of its Subsidiaries shall be required to preserve any such existence, right or franchise, licenses and permits if such Personâ&#x20AC;&#x2122;s board of directors (or similar governing body) shall determine that the preservation thereof is no longer desirable in the conduct of the business of such Person, and that the loss thereof is not disadvantageous in any material respect to such Person or to Lenders. 5.3. Payment of Taxes. Except where failure to do so could not have, individually or in the aggregate, a Material Adverse Effect, each Credit Party will, and will cause each of its Subsidiaries to, file all Tax Returns and pay all amounts of Taxes imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises before any penalty or fine accrues thereon; provided, no such Tax need be paid if it is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as (a) adequate reserve or other appropriate provision, as shall be required in conformity with GAAP, shall have been made therefor and (b) in the case of a Tax which has or may become a Lien against any of the Collateral, such contest proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such Tax. 5.4. Maintenance of Properties. Except where failure to do so could not have, individually or in the aggregate, a Material Adverse Effect, each Credit Party will, and will cause each of its Subsidiaries to, maintain or cause to be maintained in good repair, working order and condition, ordinary wear and tear excepted, all material properties used or useful in the business of Holdings and its

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Subsidiaries, other than obsolete, worn out or surplus equipment, and from time to time will make or cause to be made all appropriate repairs, renewals and replacements thereof. 5.5. Insurance. Each Credit Party will, and will cause each of its Subsidiaries to, maintain or cause to be maintained, with financially sound and reputable insurers, such insurance, as is customarily carried or maintained under similar circumstances by Persons of established reputation engaged in similar businesses, in each case in such amounts (giving effect to self-insurance), with such deductibles, covering such risks and otherwise on such terms and conditions as shall be customary for such Persons. Without limiting the generality of the foregoing, each Credit Party will maintain or cause to be maintained flood insurance with respect to each Flood Hazard Property that is located in a community that participates in the National Flood Insurance Program, in each case in compliance with any applicable regulations of the Board of Governors of the Federal Reserve System. Each such policy of insurance (other than any directors’ and officers’ insurance) shall (i) in the case of each liability policy, name Collateral Agent, on behalf of the Secured Parties, as an additional insured thereunder as its interests may appear and (ii) in the case of each casualty insurance policy, contain a customary loss payable clause or endorsement, that names Collateral Agent, on behalf of the Secured Parties, as the loss payee thereunder. Each Credit party shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to modify its existing casualty insurance policies or obtain new policies upon the expiration of the existing policies, in each case to provide for thirty days’ prior written notice to Collateral Agent of any modification or cancellation of such policy. 5.6. Books and Records; Inspections. Each Credit Party will, and will cause each of its Subsidiaries to, keep adequate books of record and accounts with respect to its business activities in which proper entries in conformity in all material respects with GAAP shall be made. Each Credit Party will, and will cause each of its Subsidiaries to, permit any authorized representatives designated by any Lender to visit and inspect any of the properties of Holdings and any of its Subsidiaries, to inspect, copy and take extracts from its and their financial and accounting records, and to discuss its and their affairs, finances and accounts with its and their officers and (so long as such Person is invited to participate) independent public accountants, all upon reasonable notice and at such reasonable times during normal business hours; provided that no more than one such inspection may be conducted during any Fiscal Year (except that such inspections will not be limited while an Event of Default exists). 5.7. Funding Account. Within one Business Day (or such later period as the Administrative Agent may agree in its sole and absolute discretion) of establishing the Funding Account, the Borrower shall transfer all cash and deposits in the Bank of America Account to the Funding Account, and shall provide any documentation reasonably requested by the Administrative Agent evidencing the same. 5.8. Compliance with Laws. Each Credit Party will comply, and shall cause each of its Subsidiaries and shall use reasonable efforts to cause all other Persons, if any, on or occupying any Facilities to comply, with the requirements of all applicable laws, rules, regulations and orders of any Governmental Authority (including all Environmental Laws, FCPA, anti-terrorism, OFAC and other similar laws), noncompliance with which could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. 5.9.

Environmental. (a)

Environmental Disclosure. Borrower will deliver to Administrative Agent and

Lenders: (i) as soon as practicable following receipt thereof, copies of all environmental audits, investigations, analyses and reports of any kind or character, whether

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prepared by personnel of Holdings or any of its Subsidiaries or by independent consultants, governmental authorities or any other Persons, with respect to significant environmental matters at any Facility or with respect to any material Environmental Claims; (ii) promptly upon the occurrence thereof, written notice describing in reasonable detail (1) any Release required to be reported to any Governmental Authority under any applicable Environmental Laws, (2) any remedial action taken by Borrower or any other Person in response to (A) any Hazardous Materials Activities the existence of which has a reasonable possibility of resulting in one or more Environmental Claims having, individually or in the aggregate, a Material Adverse Effect, or (B) any Environmental Claims that, individually or in the aggregate, have a reasonable possibility of resulting in a Material Adverse Effect, and (3) Borrowerâ&#x20AC;&#x2122;s discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws; (iii) as soon as practicable following the sending or receipt thereof by any Credit Party or any of its Subsidiaries, a copy of any and all written communications with respect to (1) any Environmental Claims that, individually or in the aggregate, have a reasonable possibility of giving rise to a Material Adverse Effect, (2) any Release required to be reported to any Governmental Authority, and (3) any request for information from any Governmental Authority that suggests such Governmental Authority is investigating whether Holdings or any of its Subsidiaries may be potentially responsible for any Hazardous Materials Activity; (iv) prompt written notice describing in reasonable detail (1) any proposed acquisition of stock, assets, or property by any Credit Party or any of its Subsidiaries that could reasonably be expected to (A) expose any Credit Party or any of its Subsidiaries to, or result in, Environmental Claims that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (B) affect the ability of any Credit Party or any of its Subsidiaries to maintain in full force and effect all material Governmental Authorizations required under any Environmental Laws for their respective operations and (2) any proposed action to be taken by any Credit Party or any of its Subsidiaries to modify current operations in a manner that could reasonably be expected to subject Holdings or any of its Subsidiaries to any additional material obligations or requirements under any Environmental Laws; and (v) with reasonable promptness, such other documents and information as from time to time may be reasonably requested by Administrative Agent in relation to any matters disclosed pursuant to this Section 5.9(a). (b) Hazardous Materials Activities, Etc. Each Credit Party shall promptly take, and shall cause each of its Subsidiaries promptly to take, any and all actions necessary to (i) cure any violation of applicable Environmental Laws by such Credit Party or any of its Subsidiaries that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and (ii) make an appropriate response to any Environmental Claim against Holdings or any of its Subsidiaries and discharge any obligations it may have to any Person thereunder where failure to do so could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. 5.10. Subsidiaries. In the event that any Person becomes a Domestic Subsidiary of Holdings (other than an Excluded Subsidiary), Holdings shall take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates reasonably requested by Collateral Agent or required by the Orders, including those which are similar to

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those described in Sections 3.1(b) and take all of the actions necessary to grant and to perfect a First Priority Lien in favor of Collateral Agent, for the benefit of Secured Parties. In the event that any Person becomes a Subsidiary of Holdings, and such Person is an Excluded Subsidiary, and the ownership interests of such Subsidiary that are owned by Holdings or by any Credit Party, such Credit Party shall, within 30 days of the acquisition or formation of such Subsidiary, take all of the actions necessary to grant and to perfect a First Priority Lien in favor of Collateral Agent, for the benefit of Secured Parties (x) in the case of a Foreign Subsidiary, 66% of the voting Equity Interests, and 100% of the non-voting Equity Interests of such Foreign Subsidiary owned by the Credit Parties in the aggregate and (y) otherwise, 100% of the Equity Interests of such Excluded Subsidiary, in each case only if owned by Credit Parties. With respect to each such Subsidiary, Holdings shall promptly send to Administrative Agent written notice setting forth with respect to such Person (i) all of the data required to be set forth in Schedules 4.1 and 4.2 with respect to all Subsidiaries of Holdings; and such written notice shall be deemed to supplement Schedule 4.1 and 4.2 for all purposes hereof. Notwithstanding anything to the contrary contained in this Section 5.10 or any Credit Documents if any Subsidiary of Holdings becomes a direct or indirect Subsidiary of Borrower and, in each case, becomes a Foreign Subsidiary pursuant to one or more transactions permitted by this Agreement, the Administrative Agent agrees to release and discharge its Liens on the assets and Equity Interests of such Person, and release such Person from its Guaranty, to the extent necessary to conform to the above limitations applicable to new Foreign Subsidiary so long as (i) no Default or Event of Default exists at such time or after giving effect thereto, and after giving effect to such release and such Personâ&#x20AC;&#x2122;s status as a non-Guarantor hereunder and (ii) all Investments made in such Person (in its capacity as a Credit Party) during the term of this Agreement would be permitted Investments under Section 6.6 (with such Investments being deemed to be made to such Person (in its capacity as a non-Credit Party) if made immediately after giving effect to such release). After any Subsidiary ceases to be an Excluded Subsidiary, Holdings shall cause such Subsidiary to take all actions required by this Section 5.10 (within the time periods specified herein) as if such Subsidiary were then formed or acquired. 5.11.

[Reserved].

5.12.

[Reserved].

5.13.

Further Assurances.

(a) At any time or from time to time upon the request of Administrative Agent, each Credit Party will, at its expense, promptly execute, acknowledge and deliver such further documents and do such other acts and things as Administrative Agent or Collateral Agent may reasonably request in order to effect fully the purposes of the Credit Documents. In furtherance and not in limitation of the foregoing, each Credit Party shall take such actions as Administrative Agent or Collateral Agent may reasonably request from time to time to ensure that the DIP Term Loan Obligations are guaranteed by the Guarantors and are secured by the type of assets that constitute Collateral under the Collateral Documents and its Subsidiaries (subject to limitations contained in the Credit Documents). (b) Notwithstanding anything to the contrary contained herein or in any other Credit Document, (i) no Credit Party shall be required to (x) pledge (or cause to be pledged) more than 66% of any of the voting stock or other voting Equity Interests in any first tier Foreign Subsidiary, or to cause a Foreign Subsidiary to provide any Guarantee of any of the DIP Term Loan Obligations, or to grant any security interests, mortgages or deeds of trust in any assets of any Foreign Subsidiary, (y) provide surveys or title insurance in connection with any mortgage or (y) grant or perfect a security interest in any assets (1) to the extent the burden or cost of obtaining or perfecting a security interest therein outweighs the benefit of the security afforded thereby as determined by the Agent or (2) if the granting of a security interest in such asset would be prohibited by enforceable anti-assignment provisions of contracts or

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applicable law, to the extent such a grant would violate the terms of any contract with respect to such asset (in each case, after giving effect to relevant provisions of the Uniform Commercial Code) or require any third party consent, (v) no actions in any non-U.S. jurisdiction or required by the laws of any nonU.S. jurisdiction shall be required to be taken to create any security interests in assets located or titled outside of the U.S. or to perfect or make enforceable any security interests in any assets (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction), and (vi) no fixture filings shall be required other than with respect to property subject to a mortgage. 5.14. Debtor-in-Possession Obligations. Comply in a timely manner with its obligations and responsibilities as a debtor-in-possession under the Bankruptcy Code, the Bankruptcy Rules, the rules of procedure of the Bankruptcy Court, and any order of the Bankruptcy Court. 5.15. Post-Closing Items. Holdings and its Subsidiaries shall take such actions set forth on Schedule 5.15 within the timeframes set forth for the taking of such actions on Schedule 5.15. Notwithstanding anything to the contrary in this Agreement, any covenant or condition herein or in any other Credit Document to take any action described on Schedule 5.15 prior to the time limits specified on Schedule 5.15 is waived. 5.16.

Milestones.5

(a) Achieve each of the following milestones (as the same may be extended from time to time with the consent of the Administrative Agent, the “Plan Milestones”). (i) On March 1, 2017, the Debtors shall file a motion seeking approval of (A) the DIP Term Loan Facility and (B) the DIP ABL Facility. (ii) On or before March [3], 2017, the Interim Order shall have been entered by the Bankruptcy Court. (iii) On or before March [25], 2017, the Debtors shall have filed a Chapter 11 plan of reorganization and related disclosure statement, each in form and substance acceptable to the Administrative Agent and the Requisite Lenders as confirmed in writing in their sole and absolute discretion (any such Chapter 11 plan, an “Acceptable Plan”). (iv) On or before March [30], 2017, the Final Order authorizing and approving the DIP Term Loan Facility and the DIP ABL Facility and the transactions contemplated thereby on a final basis, in form and substance satisfactory to the Administrative Agent and the Requisite Lenders as confirmed in writing in their sole and absolute discretion, shall have been entered by the Bankruptcy Court. (v) On or before May [25], 2017, the Borrower shall have executed an agreement to sponsor an Acceptable Plan (which agreement may include asset purchase related provisions), with such agreement being acceptable to the Administrative Agent and the Requisite Lenders in their sole and absolute discretion.

NTD: to be conformed on an ongoing basis to agreed Milestones in DIP Order.

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(vi) On or before May [30], 2017, the Bankruptcy Court shall have entered an order approving the disclosure statement and plan solicitation procedures acceptable to the Administrative Agent and the Requisite Lenders. (vii) On or before July [10], 2017, the Borrower shall have obtained an order from the Bankruptcy Court confirming an Acceptable Plan in form and substance satisfactory to the Administrative Agent and the Requisite Lenders in their sole and absolute discretion; and (viii) On or before July [28], 2017, the effective date of the Acceptable Plan shall have occurred in accordance with its terms, and the Borrower shall have emerged from Chapter 11. (b) Simultaneously with the plan process outlined in the Plan Milestones set forth in Section 5.16(a) (the “Plan Process”), the Debtors shall engage in a Marketing Process designed to ensure the Debtors’ ability to consummate the sale of some or all of Debtors’ assets or new common equity interests in reorganized BCBG Max Azria Global Holdings, LLC (the “Purchased Assets”) in connection with consummation of an Approved Plan to the party determined to have made the highest or otherwise best bid at the Auction (as the same may be extended from time to time with the consent of the Administrative Agent, the “Marketing Milestones”). (i) On the Petition Date, the Borrower shall have filed a motion (the “Bid Procedures Motion”) with the Bankruptcy Court to approve bid procedures and establish the date of an auction to determine the “Winning Bidder” for the Purchased Assets (the “Auction”). The Bid Procedures Motion will allow for the selection of a stalking horse bidder and entry into a plan support agreement (which agreement may include asset purchase related provisions) with the stalking horse bidder. (ii) On or before March [10], 2017, the Borrower shall have distributed to the parties identified by an investment banker or other similar consultant (an “Investment Banker”) reasonably acceptable to the Administrative Agent informational packages and solicitations for bids, in form and substance reasonably satisfactory to the Administrative Agent and the Requisite Lenders in their sole discretion, for a sale of the Purchased Assets. (iii) On or before March [30], 2017, the Bankruptcy Court shall have entered an order approving the Bid Procedures Motion (the “Bid Procedures Order”), in form and substance acceptable to the Requisite Lenders in their sole and absolute discretion as confirmed in writing. The Bid Procedures Order shall establish a deadline (i) for the submission of nonbinding indications of interest for the Purchased Assets (or any subset thereof) of April [5], 2017 and (ii) for the submission of binding bids for the Purchased Assets (or any subset thereof) of May [15], 2017. (iv) On or before April [6], 2017, the Debtors shall provide the Lenders access to all non-binding indications of interest for the Purchased Assets (or any subset thereof) received by the Debtors or the Investment Banker. (v) On April [14], 2017, the Requisite Lenders shall make a determination (in their sole and absolute discretion) regarding the acceptability of the non-binding indications of interest. If (i) the non-binding indications of interest are unacceptable to the Requisite Lenders and (ii) the Debtors have otherwise failed to deliver a business plan in form and substance acceptable to the Requisite Lenders in their sole and absolute discretion by April [14], 2017, the

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Requisite Lenders shall deliver written notice of same, which delivery shall constitute the occurrence of an immediate Event of Default under this Agreement. (vi) On or before May [22], 2017, the Debtors shall have commenced the Auction for the Purchased Assets (if qualified bids are received). (c) On or before March [2], 2017, the Borrower shall have obtained approval from the Bankruptcy Court (and corresponding Canadian court approval) to retain Hilco Merchant Resources, LLC and Gordon Brothers Retail Partners, LLC (collectively, and together with their affiliates, the “Liquidation Agents”) to assist the Borrower in conducting going out of business liquidation sales at 120 of the Credit Parties’ and their subsidiaries’ retail store locations (the “Permitted Store Closing Sales”) as described in that certain letter agreement governing Inventory Disposition, dated on or about February 1, 2017, by and among the Borrower and the Liquidation Agents, on a fee basis and otherwise on terms and conditions, including fee consideration, satisfactory to the Administrative Agent in its sole discretion. (d) On or before April [30], 2017 the Borrower shall have completed the Permitted Store Closing Sales, pursuant to the terms of the relevant documentation and Bankruptcy Court and Canadian Court orders. (e) Simultaneously with the plan process outlined in the Plan Milestones set forth in Section 5.16(a) and Section 5.16(b), the Debtors shall achieve each of the following milestones (as the same may be extended from time to time with the consent of the Administrative Agent, the “Canadian Milestones”). (i) On or before March [3], 2017, BCBG Canada shall have obtained approval from the Canadian Court to retain the Liquidation Agent to assist BCBG Canada in conducting going out of business liquidation sales at the BCBG Canada’s 51 standalone retail store locations (the “Canadian Store Closing Sales”) as described in that certain letter agreement dated on or about February 24, 2017, by and among BCBG Canada and the Liquidation Agents, on a fee basis and otherwise on terms and conditions, including fee consideration, satisfactory to the Administrative Agent. (ii) On or before May 31, 2017 the Borrower shall have completed the Canadian Store Closing Sales, pursuant to the terms of the relevant documentation and Canadian court orders. 5.17.

Cash Management.

(a) The Borrower shall establish and maintain the Funding Account over which the Collateral Agent has a first priority security interest and springing dominion and control. (b) The Borrower’s and each Guarantor’s deposit accounts (other than the Funding Account, the Term Loan Collateral Account and (i) local store depository accounts as long as the average daily balance in any such account is less than $50,000 and the aggregate average daily balances in all such accounts do not exceed $500,000, and (ii) payroll, withholding tax and other fiduciary accounts funded in the ordinary course of business and required by applicable law (collectively, “Excluded Accounts”)) shall be subject to full dominion of the agent under the DIP ABL Facility. (c) The Administrative Agent shall establish and maintain a deposit account in its name with a depositary bank (the “Term Loan Collateral Account”) for the receipt and collection of Net Insurance/Condemnation Proceeds and Net Sale Proceeds, in each case, constituting Term Loan

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Collateral. The amounts held in the Term Loan Collateral Account shall be used to repay any outstanding Loans or, to the extent that no Loans are outstanding, in accordance with the applicable Order. Prior to depositing such amounts into the Term Loan Collateral Account, the Credit Parties shall hold such amounts in trust for the Administrative Agent and Lenders and such amounts shall not be commingled with any of such Credit Party’s other funds or deposited in any other account of such Credit Party. The Credit Parties acknowledge and agree that the funds on deposit in the Term Loan Collateral Account shall at all times be collateral security for the DIP Term Loan Obligations. 5.18. First Day Orders. Cause all proposed “first day orders” submitted to the Bankruptcy Court to be in accordance with and permitted by the terms of this Agreement in all respects. 5.19.

Budget Compliance and Variances.

(a) The Credit Parties will use the proceeds of the Loans solely to make disbursements for expenditures provided for in accordance with Section 2.6 and this Section 5.19. The Debtors shall not pay any expenses (other than de minimis amounts) or other disbursements (other than de minimis disbursements) other than the type of expenses and disbursements set forth in the Budget. (b) Beginning on the date that is three weeks after the Petition Date and for each week thereafter, Holdings and the Borrower will not permit (i) Actual Inventory Receipts for any Cumulative Four Week Period or the Cumulative Period to be less than 90% of Budgeted Inventory Receipts for any such Cumulative Four Week Period or the Cumulative Period, (ii) the Actual Net Cash Flows (without giving effect to borrowings and repayments under this Agreement and the DIP ABL Loan Agreement) for any Cumulative Four Week Period or the Cumulative Period to be less than 90% of the Budgeted Net Cash Flows (without giving effect to borrowings and repayments under this Agreement and the DIP ABL Loan Agreement) for any Cumulative Four Week Period or the Cumulative Period, (iii) any Actual Line Item Disbursement Amount (other than amounts under the line item “Contractors / Professional / Legal”) for any Cumulative Four Week Period or the Cumulative Period to exceed 110% of the Budgeted Line Item Disbursement Amount other than amounts under the line item “Contractors / Professional / Legal”) for the applicable line item for any such Cumulative Four Week Period or the Cumulative Period or (iv) any Actual Professional Disbursement Amount for any Cumulative Four Week Period or the Cumulative Period to exceed 115% (the “Permitted Variances”) of the Budgeted Professional Disbursement Amount for any such Cumulative Four Week Period or the Cumulative Period. 5.20. Adequate Protection Payments. Credit Parties will make adequate protection payments payable in cash on the dates and to the extent required by the Orders (such interest and payments, collectively, the “Adequate Protection Payments”). 5.21. Consultants. Provide the Administrative Agent and the Lenders with reasonable access to any consultant, turnaround management, broker or financial advisory firm retained by Holdings, the Borrower or its Subsidiaries in any of the Cases and, if requested, copies of all retention agreements for each such consultant. 5.22. DIP ABL Facility. Keep and maintain the DIP ABL Facility in full force and effect and use the proceeds of advances thereunder solely for purposes and in amounts (subject to Permitted Variances) set forth in the Budget or permitted by the DIP ABL Loan Agreement or the Orders. 5.23. Additional Collateral Covenant. Notwithstanding anything to the contrary, the Borrower shall execute and deliver to Administrative Agent, for the benefit of Secured Parties,

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mortgages, deposit accounts control agreements, lien waivers and other Security Documents to the extent provided to the DIP ABL Agent or executed in respect of any loans under the DIP ABL Facility. 5.24. Challenges. Notwithstanding anything herein to the contrary no portion or proceeds of the DIP Term Loan Facility or the Collateral, and no disbursements set forth in the Budget, shall be used for the payments or purposes which would violate the terms of Paragraph [41] of the Interim Order except as otherwise permitted pursuant to the terms of an applicable Order. SECTION 6. NEGATIVE COVENANTS Each Credit Party covenants and agrees that until payment in full of all DIP Term Loan Obligations (other than contingent DIP Term Loan Obligations for indemnification, expense reimbursement, tax gross-up or yield protection for which no claim has been made), such Credit Party shall perform, and shall cause each of its Subsidiaries to perform, all covenants in this Section 6. 6.1. Indebtedness. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or guaranty, or otherwise become or remain directly or indirectly liable with respect to any Indebtedness, except: (a)

Indebtedness created hereunder and under the other Credit Documents;

(b) Indebtedness of (i) any Guarantor Subsidiary owed to Borrower or to any other Guarantor Subsidiary, (ii) Borrower owed to any Guarantor Subsidiary and (iii) any Subsidiary that is not a Credit Party owed to any other Subsidiary that is not a Credit Party; (c)

[Reserved];

(d) Indebtedness incurred by Holdings or any of its Subsidiaries arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or from guaranties or letters of credit, surety bonds or performance bonds securing the performance of Borrower or any such Subsidiary pursuant to such agreements or in connection with permitted dispositions of any business, assets or Subsidiary of Holdings or any of its Subsidiaries; (e) Indebtedness which may be deemed to exist pursuant to any guaranties, performance, surety, statutory, appeal or similar obligations incurred in the ordinary course of business; (f) Indebtedness in respect of cash management obligations and Indebtedness in respect of netting services, overdraft protections automated clearing-house arrangements, employee credit card programs and similar arrangements in connection with cash management and deposit accounts; (g) to the extent consistent with the Budget, guaranties in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of Holdings and its Subsidiaries; (h) guaranties by Borrower of Indebtedness or other obligations of a Guarantor Subsidiary or guaranties by a Subsidiary of Indebtedness or other obligations of Borrower or a Guarantor Subsidiary, with respect, in each case, to Indebtedness or other obligations otherwise permitted to be incurred pursuant to this Section 6.1; provided, that if the Indebtedness that is being guarantied is unsecured and/or subordinated to the DIP Term Loan Obligations, the guaranty shall also be unsecured and/or subordinated to the DIP Term Loan Obligations;

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Indebtedness existing on February 25, 2017 and described in Schedule 6.1(i);

(j) (i) prior to the entry of the Final Order (and at any time in respect of BCBG Canada), Indebtedness under the Prepetition ABL Credit Agreement in the aggregate principal amount not to exceed the aggregate principal amount outstanding under the Prepetition ABL Credit Agreement as of the Petition Date; (k)

[Reserved];

(l) Indebtedness under the Prepetition Term Loan Agreement in the aggregate principal amount not to exceed the aggregate principal amount outstanding under the Prepetition Term Loan Agreement as of the Petition Date (excluding, for the avoidance of doubt, any interest, fees, indemnities or similar obligations accruing after the Petition Date); (m) DIP Term Loan Obligations (contingent or otherwise) of Holdings or any Subsidiary approved by the Bankruptcy Court existing or arising under any agreement or instrument entered into in connection with any obligation described under clause (xi) of the definition of Indebtedness, provided that such obligations are (or were) entered into by such Person in the ordinary course of business and not for purposes of speculation; (n) Indebtedness representing deferred compensation to directors, officers, employees, members of management and consultants of Holdings or any Subsidiary in the ordinary course of business; (o) Professional Fees, fees payable to the U.S. Trustee, and fees payable to the Clerk of the Bankruptcy Court; (p) Indebtedness under the DIP ABL Loan Agreement in an aggregate principal amount not to exceed $92,500,000 (that, for the avoidance of doubt, includes the outstanding principal amount of the Indebtedness under the Prepetition ABL Credit Agreement); (q) to the extent consistent with the Budget, insurance premium financing in the ordinary course of business and consistent with past practice in an aggregate principal amount not to exceed $1,000,000 at any one time outstanding; and (r) Indebtedness of BCBG Canada to the Borrower under the Intercompany Loan in an aggregate principal amount not to exceed $500,000 at any one time outstanding. For all purposes of this Section 6.1, the term â&#x20AC;&#x153;guaranteeâ&#x20AC;? shall be deemed to include all Indebtedness described in clause (v), (viii) and (ix) of the definition of such term. 6.2. Liens. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Holdings or any of its Subsidiaries, whether now owned or hereafter acquired or licensed, or any income, profits or royalties therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income, profits or royalties under the UCC of any State or under any similar recording or notice statute or under any applicable intellectual property laws, rules or procedures, except:

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(a) Liens in favor of Collateral Agent for the benefit of Secured Parties securing the DIP Term Loan Obligations; (b) Liens for (i) pre-petition Taxes that were not yet due on the Petition Date or which are being contested in good faith, (ii) pre-petition Taxes to the extent the payment thereof is stayed by reason of the Cases, the applicable Orders, or other applicable Bankruptcy Court orders, (iii) postpetition Taxes that are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted and adequate reserves have been made in accordance with GAAP, (iv) pre-petition Taxes set forth on Schedule 4.12 or (v) Taxes that are not delinquent and remain payable without penalty; (c) statutory or common law Liens of landlords, banks (and rights of set-off), of carriers, warehousemen, mechanics, repairmen, workmen and materialmen, other Liens imposed by law (other than any such Lien imposed pursuant to Section 430(k) of the Internal Revenue Code or ERISA or a violation of Section 436 of the Internal Revenue Code), and other customary Liens (other than in respect of Indebtedness) in favor of landlords, in each case incurred in the ordinary course of business (i) for amounts not yet overdue or (ii) for amounts that are overdue and that are being contested in good faith by appropriate proceedings, so long as such reserves or other appropriate provisions, if any, as shall be required by GAAP shall have been made for any such contested amounts or remain payable without penalty; (d) Liens incurred in the ordinary course of business in connection with (x) workersâ&#x20AC;&#x2122; compensation, unemployment insurance and other types of social security, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, trade contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money or other Indebtedness), so long as no foreclosure, sale or similar proceedings have been commenced with respect to any portion of the Collateral on account thereof or (y) any treasury services agreement, from netting services, the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds; (e) easements, rights-of-way, restrictions, encroachments, and other minor defects or irregularities in title, in each case which do not and will not interfere in any material respect with the ordinary conduct of the business of Holdings or any of its Subsidiaries; (f) any interest or title of a lessor or sublessor under any lease of real estate permitted hereunder; and Liens that have been placed by an lessor, sublessor or other third party on property over which Borrower or any Subsidiary has easement rights or on any real property leased by Borrower or any Subsidiary and subordination or similar agreements relating thereto that do not materially impair the value of the interests of Borrower or such Subsidiary, as the case may be, in such property; (g) Liens solely on any cash earnest money deposits made by Holdings or any of its Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder; (h) purported Liens evidenced by the filing of precautionary UCC financing statements relating solely to operating leases of personal property entered into in the ordinary course of business; (i) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;

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(j) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property; (k) (i) licenses of Intellectual Property rights granted by Holdings or any of its Subsidiaries in the ordinary course of business and (ii) Liens arising under leases and subleases granted to others that do not interfere in any material respect with the ordinary conduct of or materially detract from the value of the business of Holdings or such Subsidiary; (l)

Liens existing the Petition Date and described in Schedule 6.2;

(m) Liens securing Indebtedness permitted pursuant to Sections 6.1(k); provided that in each case, (x) the Lien does not extend to any additional property and the amount of Indebtedness secured thereby is not increased other than by (A) after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 6.1 and (B) proceeds and products thereof and accessions thereto and improvements thereon (it being understood that individual financings of the type permitted under Sections 6.1(k) provided by any lender may be crosscollateralized to other financings of such type provided by such lender or its affiliates); (n) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Subsidiary, in each case after the date hereof (other than Liens on the Equity Interests of any Person that becomes a Subsidiary); provided that (i) such Lien was not created in contemplation of such acquisition or such Person becoming a Subsidiary, (ii) such Lien does not extend to or cover any other assets or property (other than the proceeds or products thereof and other than after-acquired property subjected to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require, pursuant to their terms at such time, a pledge of after-acquired property, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition) and (iii) the Indebtedness secured thereby is permitted under Section 6.1 ; (o) Liens consisting of an agreement to dispose of any property in a disposition permitted under Section 6.8; (p)

Liens securing Indebtedness permitted pursuant to Section 6.1(j);

(q)

Liens securing Indebtedness permitted pursuant to Section 6.1(l);

(r)

Liens securing Indebtedness permitted pursuant to Section 6.1(p);

(s)

Liens securing the Indebtedness under Section 6.1(r);

(t) Liens arising solely by virtue of any statutory or common law provision relating to banker's liens, rights of set-off or similar rights; (u) Liens securing Indebtedness permitted pursuant to Section 6.1(c) securing the financing of any such insurance premiums; (v) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of any assets or property in the ordinary course of business and permitted by this Agreement;

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(w) Liens securing obligations in respect of trade-related letters of credit permitted under Section 6.1 and covering the goods (or the documents of title in respect of such goods) financed by such letters of credit and the proceeds and products thereof; and (x) Liens securing (i) Indebtedness permitted pursuant to Section 6.1(i) and listed on Schedule 6.1(b) and (ii) replacements, refinancings, renewals or extensions of Indebtedness permitted pursuant to Section 6.1(k); provided that, (x) the Lien does not extend to any additional property and the amount of Indebtedness secured thereby is not increased other than by (A) after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 6.1 and (B) proceeds and products thereof and accessions thereto and improvements thereon (it being understood that individual financings of the type permitted under Section 6.1(k) provided by any lender may be cross-collateralized to other financings of such type provided by such lender or its affiliates) and (y) the replacement, refinancing, renewal or extension of the obligations secured or benefited by such Liens is permitted by Section 6.1. 6.3. No Further Negative Pledges. None of Holdings or any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of the properties or assets of any such entity, whether now owned or hereafter acquired, to secure the DIP Term Loan Obligations, except with respect to (a) specific property encumbered to secure payment of particular Indebtedness (including purchase money Indebtedness and any Indebtedness incurred pursuant to a Capital Lease), property of any Foreign Subsidiary securing Indebtedness or other obligations thereof, and property to the extent permitted thereunder to be sold pursuant to an executed agreement with respect to a permitted Sale (or in connection with a disposition not constituting an Sale), (b) restrictions by reason of customary provisions restricting assignments, subletting, Liens or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be) and (c) restrictions contained in the DIP ABL Facility. 6.4. Restricted Junior Payments. No Credit Party shall, nor shall it permit any of its Subsidiaries through any manner or means or through any other Person to, directly or indirectly, declare, order, pay, make or set apart, any sum for any Restricted Junior Payment except that: (a) to the extent permitted by the Budget, Borrower and International may make to Holdings, and Holdings may make to holders of its Equity Interests, Permitted Tax Distributions; (b) Subject to the approval of the Bankruptcy Court and in accordance with the Bankruptcy Court orders and to the extent permitted by the Budget, Borrower and International may make to Holdings, and Holdings may make, Restricted Junior Payments in amounts sufficient to pay (i) franchise taxes and other costs and expenses required to maintain the legal existence of Holdings or Parent (or any direct or indirect parent thereof), and (ii) out-of-pocket legal, accounting and filing costs and other expenses in the nature of overhead in the ordinary course of business, to the extent such expenses are attributable to the ownership or operation of Subsidiaries of Holdings, provided that any portion of any such Restricted Junior Payments not applied to the foregoing purposes shall be returned by way of equity contribution; (c) to the extent constituting Restricted Junior Payments, transactions expressly permitted by Section 6.6, Section 6.8, or any transactions with affiliates permitted under Section 6.11 (in each case, other than by reference to this Section 6.4); and

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(d) Holdings and its Subsidiaries may make Restricted Junior Payments to a Credit Party or to other Subsidiaries of Holdings; provided that no such Restricted Junior Payment shall be made by any Credit Party to a Subsidiary that is not a Credit Party. 6.5. Restrictions on Subsidiary Distributions. Except as provided herein, no Credit Party shall, nor shall it permit any of their respective Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of Holdings to (a) pay dividends or make any other distributions on any of such Subsidiaryâ&#x20AC;&#x2122;s Equity Interests owned by Holdings or any other Subsidiary of Holdings, (b) repay or prepay any Indebtedness owed by such Subsidiary to Holdings or any other Subsidiary of Holdings, (c) make loans or advances to Holdings or any other Subsidiary of Holdings, or (d) transfer, lease or license any of its property or assets to Holdings or any other Subsidiary of Holdings other than restrictions (i) in agreements evidencing Indebtedness permitted by Section 6.1(k) that impose restrictions on the property so acquired, (ii) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture agreements and similar agreements entered into in the ordinary course of business, (iii) that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Equity Interests not otherwise prohibited under this Agreement, (iv) arising under applicable law, (v) by reason of customary provisions in Joint Venture agreements and other similar agreements relating solely to the securities, assets and revenues of such Joint Venture, (vi) described on Schedule 6.5, (vii) by reason of customary provisions in disposition agreements and other similar agreements relating solely to the assets contracted to be sold and (viii) existing under the Credit Documents, the Prepetition ABL Credit Agreement, the DIP ABL Loan Agreement or the Prepetition Term Loan Agreement. 6.6. Investment. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except: (a)

Investments in Cash and Cash Equivalents;

(b) (i) Equity Investments owned as of the Effective Date in any Subsidiary, (ii) Investments made after the Effective Date in Borrower or any Guarantor Subsidiary and (iii) Investments by any Subsidiary of Holdings that is not a Credit Party in any Subsidiary of Holdings that is a Credit Party; (c) Investments (i) in any Securities received in satisfaction or partial satisfaction thereof from financially troubled account debtors or in satisfaction of judgments, (ii) constituting deposits, prepayments and other credits to suppliers made in the ordinary course of business consistent with the past practices of Holdings and its Subsidiaries; (iii) constituting extensions of credit (whether constituting loans or an equity Investment) and the conversion of overdue trade receivables in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business and (iv) consisting of workers compensation, utility, lease and similar deposits made in the ordinary course of business; (d) To the extent expressly provided for in the Budget, Investments constituting Consolidated Capital Expenditures; (e) To the extent expressly provided for in the Budget, Investments in the form of loans and advances to directors, officers and employees of each Credit Party and their Subsidiaries made in the ordinary course of business; (f)

[Reserved];

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(g) Investments in existence on, or that are made pursuant to legally binding written commitments that are in existence on, the Effective Date and are set forth on Schedule 6.6(g); (h) Interest Rate Agreements or Currency Agreements that constitute Investments and, in each case, approved by the Bankruptcy Court; (i) Investments received in connection with any Sale permitted hereunder or pursuant to any disposition not constituting a Sale that is otherwise permitted hereunder; and (j) Investments in connection with the Intercompany Loans f to the extent the Indebtedness thereunder is permitted under Section 6.1(r). 6.7. Modifications to Orders. Seek or consent to any amendment, supplement or any other modification of any of the terms of the Orders after such orders are entered by the Bankruptcy Court without the prior written consent of the Administrative Agent (and, with respect to any material change, the Requisite Lenders). 6.8. Fundamental Changes; Sales. Neither Holdings nor any of its Subsidiaries shall consummate any transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), or Sell, in one transaction or a series of transactions, all or any part of its business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased or licensed, except: (a) Any sale of assets set out in the Marketing Process or Auction; provided that, subject to the Intercreditor Arrangements, any proceeds are immediately deposited in the Term Loan Collateral Account; (b) Permitted Store Closing Sales; provided that, subject to the Intercreditor Arrangements, any proceeds are immediately deposited in the Term Loan Collateral Account; (c)

As may be approved pursuant to any order of the Bankruptcy Court;

(d) Sales, dispositions and other transfers of inventory (and similar items) in the ordinary course of business among Credit Parties and their Domestic Subsidiaries; and (e) Transfers of inventory from the Borrower to the Canadian Debtor in an aggregate principal amount not to exceed $500,000 in the aggregate (and calculated as the fully extended cost value of such inventory), which transfers be evidenced by the Intercompany Note. 6.9. Disposal of Subsidiary Interests. Except for any Sale of Equity Interests permitted by Section 6.8, neither Borrower nor any Guarantor Subsidiary shall, nor shall it permit any of its Subsidiaries to, directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any Equity Interests of any of its Subsidiaries, except (i) to qualified directors if required by applicable law and (ii) in connection with the Lien in favor of Collateral Agent for the benefit of Secured Parties granted pursuant to the Credit Documents. 6.10. Restrictions on Foreign Subsidiaries. Notwithstanding anything to the contrary herein, other than in connection with the Intercompany Loan, (i) no Indebtedness shall be incurred by, (ii) no Investments shall be made into, (iii) no Restricted Payments shall be made by and (iv) no assets of the Credit Parties or any of its Domestic Subsidiaries shall be sold to, any of Foreign Subsidiary of Holdings, except as expressly permitted by Section 6.1(j) and by Section 6.8(r).

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6.11. Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of Holdings on terms that are less favorable to Holdings or that Subsidiary, as the case may be, than those that might be reasonably obtained at the time from a Person who is not such a holder or Affiliate; provided, the foregoing restriction shall not apply to (a) reasonable and customary fees paid to (including customary indemnities in respect of) members of the board of directors (or similar governing body) of Holdings and its Subsidiaries; (c) compensation arrangements for officers and other employees of Holdings and its Subsidiaries entered into in the ordinary course of business; (d) payments required under this Agreement or any Adequate Protection Payments; (e) the performance of obligations under any employment contract, collective bargaining agreement, employee benefit plan or similar arrangement approved by the board of directors (or similar governing body) of Borrower or such Subsidiary, (f) the payment of Restricted Junior Payments to the extent permitted by Section 6.4 (including, to the extent so permitted, the payment of expenses on behalf of any direct or indirect parent of Holdings) and the making of Investments to the extent permitted by Section 6.6, (g) loans or advances to officers, directors and employees of Borrower or any Subsidiary to the extent permitted hereby and (h) transactions in respect of the Intercompany Loan. 6.12. Conduct of Business. From and after the Effective Date, neither Borrower nor any Guarantor Subsidiary shall, nor shall it permit any of its Subsidiaries to, engage in any business other than (i) the businesses engaged in by Holdings and its Subsidiaries on the Effective Date and businesses incidental or related thereto and (ii) such other lines of business as may be consented to by Requisite Lenders. 6.13. Permitted Activities of Holdings. Holdings shall not (a) incur, directly or indirectly, any Indebtedness for borrowed money other than (i) the Indebtedness under the Credit Documents and the Prepetition ABL Credit Agreement and (ii) Guarantees of Indebtedness of the Borrower and its Subsidiaries permitted hereunder; (b) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired by it other than the Liens created under the Collateral Documents or, subject to the Intercreditor Arrangements, the Prepetition ABL Credit Agreement, in each case, to which it is a party or any other Lien created in connection with Permitted Liens on the Collateral that are secured on a pari passu or junior basis with the Secured Obligations, so long as such Permitted Liens secure Guarantees permitted under clause (a)(ii) above and the underlying Indebtedness subject to such Guarantee is permitted to be secured on the same basis pursuant to Section 6.02 or Liens of the type permitted under Section 6.02 (other than in respect of debt for borrowed money); (c) engage in any business activity or own any material assets other than (i) holding 100.0% of the Equity Interests of the Borrower and International, and, indirectly, any other subsidiary, (ii) performing its obligations under the Credit Documents, and the Prepetition ABL Credit Agreement and other Indebtedness, Liens (including the granting of Liens) and Guarantees permitted hereunder, (iii) issuing its own Equity Interests, (iv) holding Cash and Cash Equivalents and other assets received in connection with Restricted Junior Payments or Investments not prohibited by this Agreement, (x) [Reserved]; (xi) activities incidental to the foregoing and (xii) making Investments and Restricted Junior Payments permitted under Sections 6.4 and 6.6 and engaging in transactions with its Affiliates permitted by Section 6.11, and engaging in other activities reasonably related to the foregoing; (d) consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person; provided that, so long as no Default or Event of Default exists or would result therefrom, Holdings may merge with any other Person (other than the Borrower and any of its Subsidiaries) so long as (i) Holdings shall be the continuing or surviving Person or (ii) if the Person formed by or surviving any such merger or consolidation is not Holdings, (A) the successor Holdings shall expressly assume all the obligations of Holdings under this Agreement and the other Credit Documents to which Holdings is a party pursuant to a supplement hereto or thereto in a form reasonably satisfactory to the Administrative Agent; (B) such successor shall be an entity organized

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under the laws of the United States, any state thereof or the District of Columbia and (C) the Borrower shall deliver a certificate of an Authorized Officer with respect to the satisfaction of the conditions under clauses (A) and (B) hereof; provided, further, that if the conditions set forth in the preceding proviso are satisfied, the successor Holdings will succeed to, and be substituted for, Holdings under this Agreement; or (e) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons. 6.14. Amendments or Waivers of DIP ABL Facility, Organizational Documents. Holdings shall not, nor shall it permit any of its Subsidiaries to, (a) agree to any amendment, waiver or modification of the DIP ABL Facility without obtaining the prior written consent of the Administrative Agent; or (b) amend, modify or change any of its Organizational Documents (including by the filing or modification of any certificate of designation), , except, with respect to clause (b) hereof, any such amendments, modifications, change or waiver which are not adverse in any respect to the interests of the Lenders (taken as a whole), or which are adverse only in that they enable a transaction otherwise permitted by this Section 6). 6.15. Non-Residential Real Property Leases. No Credit Party shall, nor shall it permit any of its Subsidiaries to assume, assume and assign, or reject non-residential real property leases without the prior written consent of the Administrative Agent; provided, that the Borrower may reject the 120 nonresidential real property leases for the stores identified on Exhibit C of that certain Debtorsâ&#x20AC;&#x2122; Motion for Entry of Interim And Final Orders (a) authorizing the Debtors to assume the agency agreement, (b) approving procedures for store closing sales and (c) granting related relief and BCBG Canada shall be entitled to disclaim the real property leases for the stores included in the Canadian Store Closing. 6.16. Accounting Changes; Fiscal Year. No Credit Party shall, nor shall it permit any of its Subsidiaries to (a) make or permit any material change, any change which would have a material impact on the results of operations or financial condition or financial statements or make any change which would be determinative as to whether or not Holdings and its Subsidiaries would be in compliance with any of the covenants set forth in Section 6 hereof, in accounting policies or reporting practices, without the consent of Administrative Agent, which consent shall not be unreasonably withheld, except changes that are required by or permitted under GAAP or (b) change its Fiscal Year-end from the Saturday closest to January 31st. 6.17.

[Reserved].

6.18. Permitted Activities of International. International shall not (a) incur, directly or indirectly, any Indebtedness for borrowed money except to the extent contemplated hereby or the Orders; (b) grant any Lien upon any property or assets now owned or hereafter acquired by it; (c) engage in any business activity or own any material assets other than (i) holding Investments in Foreign Subsidiaries, (ii) issuing its own Equity Interests, (iii) owning Cash and Cash Equivalents and other assets constituting proceeds of Investments or Restricted Junior Payments by Holdings and its Subsidiaries, in each case, pending the application thereof in a manner not prohibited by this Agreement; (vii) providing indemnification for its officers, directors or members of management; and (viii) activities incidental to the foregoing; or (d) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons. 6.19. Filing of Motions and Applications. Without the prior written consent of the Administrative Agent, apply to the Bankruptcy Court for, or join in or support any motion or application seeking, authority to (a) take any action that is prohibited by the terms of any of the Credit Documents or the Orders, (b) refrain from taking any action that is required to be taken by the terms of any of the Credit Documents or the Orders, or (c) permit any Indebtedness or Claim to be pari passu with or senior to any of the DIP Term Loan Obligations, except as expressly stated in the Orders.

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6.20. Superpriority Claim. Incur, create, assume, suffer to exist or permit any other Superpriority Claim which is pari passu with or senior to the claims of the Administrative Agent and the Lenders against the Borrower or any of its Subsidiaries, except as expressly stated in the Orders. 6.21. Use of Proceeds. Use any proceeds of the Loans for a purpose that is prohibited by this Agreement or the Orders. 6.22. Reorganization Plan. Pursue or support the confirmation of any Reorganization Plan proposed by any Debtor in the Cases other than an Acceptable Plan. SECTION 7. GUARANTY 7.1. Guaranty of the DIP Term Loan Obligations. Subject to the provisions of Section 7.2, Guarantors jointly and severally hereby irrevocably and unconditionally guaranty to Administrative Agent for the ratable benefit of the Beneficiaries the due and punctual payment in full of all DIP Term Loan Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) (collectively, the “Guaranteed Obligations”). 7.2. Contribution by Guarantors. All Guarantors desire to allocate among themselves (collectively, the “Contributing Guarantors”), in a fair and equitable manner, their obligations arising under this Guaranty. Accordingly, in the event any payment or distribution is made on any date by a Guarantor (a “Funding Guarantor”) under this Guaranty such that its Aggregate Payments exceeds its Fair Share as of such date, such Funding Guarantor shall be entitled to a contribution from each of the other Contributing Guarantors in an amount sufficient to cause each Contributing Guarantor’s Aggregate Payments to equal its Fair Share as of such date. “Fair Share” means, with respect to a Contributing Guarantor as of any date of determination, an amount equal to (a) the ratio of (i) the Fair Share Contribution Amount with respect to such Contributing Guarantor to (ii) the aggregate of the Fair Share Contribution Amounts with respect to all Contributing Guarantors multiplied by (b) the aggregate amount paid or distributed on or before such date by all Funding Guarantors under this Guaranty in respect of the obligations Guaranteed. “Fair Share Contribution Amount” means, with respect to a Contributing Guarantor as of any date of determination, the maximum aggregate amount of the obligations of such Contributing Guarantor under this Guaranty that would not render its obligations hereunder or thereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Code or any comparable applicable provisions of state law; provided, solely for purposes of calculating the Fair Share Contribution Amount with respect to any Contributing Guarantor for purposes of this Section 7.2, any assets or liabilities of such Contributing Guarantor arising by virtue of any rights to subrogation, reimbursement or indemnification or any rights to or obligations of contribution hereunder shall not be considered as assets or liabilities of such Contributing Guarantor. “Aggregate Payments” means, with respect to a Contributing Guarantor as of any date of determination, an amount equal to (1) the aggregate amount of all payments and distributions made on or before such date by such Contributing Guarantor in respect of this Guaranty (including in respect of this Section 7.2), minus (2) the aggregate amount of all payments received on or before such date by such Contributing Guarantor from the other Contributing Guarantors as contributions under this Section 7.2. The amounts payable as contributions hereunder shall be determined as of the date on which the related payment or distribution is made by the applicable Funding Guarantor. The allocation among Contributing Guarantors of their obligations as set forth in this Section 7.2 shall not be construed in any way to limit the liability of any Contributing Guarantor hereunder. Each Guarantor is a third party beneficiary to the contribution agreement set forth in this Section 7.2.

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7.3. Payment by Guarantors. Subject to Section 7.2, Guarantors hereby jointly and severally agree, in furtherance of the foregoing and not in limitation of any other right which any Beneficiary may have at law or in equity against any Guarantor by virtue hereof, that upon the failure of Borrower to pay any of the Guaranteed Obligations when and as the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)), Guarantors will upon demand pay, or cause to be paid, in Cash, to Administrative Agent for the ratable benefit of Beneficiaries, an amount equal to the sum of the unpaid principal amount of all Guaranteed Obligations then due as aforesaid, accrued and unpaid interest on such Guaranteed Obligations (including interest which, but for Borrower’s becoming the subject of a case under the Bankruptcy Code, would have accrued on such Guaranteed Obligations, whether or not a claim is allowed against Borrower for such interest in the related bankruptcy case) and all other Guaranteed Obligations then owed to Beneficiaries as aforesaid. 7.4. Liability of Guarantors Absolute. Each Guarantor agrees that its obligations hereunder are irrevocable, absolute, independent and unconditional and shall not be affected by any circumstance which constitutes a legal or equitable discharge of a guarantor or surety other than payment in full of the Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, each Guarantor agrees as follows: (a) this Guaranty is a guaranty of payment when due and not of collectability. This Guaranty is a primary obligation of each Guarantor and not merely a contract of surety; (b) Administrative Agent may enforce this Guaranty upon the occurrence of an Event of Default notwithstanding the existence of any dispute between Borrower and any Beneficiary with respect to the existence of such Event of Default; (c) the obligations of each Guarantor hereunder are independent of the obligations of Borrower and the obligations of any other guarantor (including any other Guarantor) of the obligations of Borrower, and a separate action or actions may be brought and prosecuted against such Guarantor whether or not any action is brought against Borrower or any of such other guarantors and whether or not Borrower is joined in any such action or actions; (d) payment by any Guarantor of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge any Guarantor’s liability for any portion of the Guaranteed Obligations which has not been paid. Without limiting the generality of the foregoing, if Administrative Agent is awarded a judgment in any suit brought to enforce any Guarantor’s covenant to pay a portion of the Guaranteed Obligations, such judgment shall not be deemed to release such Guarantor from its covenant to pay the portion of the Guaranteed Obligations that is not the subject of such suit, and such judgment shall not, except to the extent satisfied by such Guarantor, limit, affect, modify or abridge any other Guarantor’s liability hereunder in respect of the Guaranteed Obligations; (e) any Beneficiary, upon such terms as it deems appropriate, without notice or demand and without affecting the validity or enforceability hereof or giving rise to any reduction, limitation, impairment, discharge or termination of any Guarantor’s liability hereunder, from time to time may (i) renew, extend, accelerate, increase the rate of interest on, or otherwise change the time, place, manner or terms of payment of the Guaranteed Obligations; (ii) settle, compromise, release or discharge, or accept or refuse any offer of performance with respect to, or substitutions for, the Guaranteed Obligations or any agreement relating thereto and/or subordinate the payment of the same to the payment of any other obligations; (iii) request and accept other guaranties of the Guaranteed Obligations and take and hold security for the payment hereof or the Guaranteed Obligations; (iv) release, surrender, exchange,

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substitute, compromise, settle, rescind, waive, alter, subordinate or modify, with or without consideration, any security for payment of the Guaranteed Obligations, any other guaranties of the Guaranteed Obligations, or any other obligation of any Person (including any other Guarantor) with respect to the Guaranteed Obligations; (v) enforce and apply any security now or hereafter held by or for the benefit of such Beneficiary in respect hereof or the Guaranteed Obligations and direct the order or manner of sale thereof, or exercise any other right or remedy that such Beneficiary may have against any such security, in each case as such Beneficiary in its discretion may determine consistent herewith or and any applicable security agreement, including foreclosure on any such security pursuant to one or more judicial or nonjudicial sales, whether or not every aspect of any such sale is commercially reasonable, and even though such action operates to impair or extinguish any right of reimbursement or subrogation or other right or remedy of any Guarantor against any other Credit Party or any security for the Guaranteed Obligations; and (vi) exercise any other rights available to it under the Credit Documents; and (f) this Guaranty and the obligations of Guarantors hereunder shall be valid and enforceable and shall not be subject to any reduction, limitation, impairment, discharge or termination for any reason (other than payment in full of the Guaranteed Obligations), including the occurrence of any of the following, whether or not any Guarantor shall have had notice or knowledge of any of them: (i) any failure or omission to assert or enforce or agreement or election not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy (whether arising under the Credit Documents, at law, in equity or otherwise) with respect to the Guaranteed Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guaranteed Obligations; (ii) any rescission, waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including provisions relating to events of default) hereof, any of the other Credit Documents, or of any other guaranty or security for the Guaranteed Obligations, in each case whether or not in accordance with the terms hereof or such Credit Document, or any agreement relating to such other guaranty or security; (iii) the Guaranteed Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect; (iv) the application of payments received from any source (other than payments received pursuant to the other Credit Documents or from the proceeds of any security for the Guaranteed Obligations, except to the extent such security also serves as collateral for indebtedness other than the Guaranteed Obligations) to the payment of indebtedness other than the Guaranteed Obligations, even though any Beneficiary might have elected to apply such payment to any part or all of the Guaranteed Obligations; (v) any Beneficiaryâ&#x20AC;&#x2122;s consent to the change, reorganization or termination of the corporate structure or existence of Holdings or any of its Subsidiaries and to any corresponding restructuring of the Guaranteed Obligations; (vi) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guaranteed Obligations; (vii) any defenses, set-offs or counterclaims which Borrower may allege or assert against any Beneficiary in respect of the Guaranteed Obligations, including failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury; and (viii) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of any Guarantor as an obligor in respect of the Guaranteed Obligations. 7.5.

Waivers by Guarantors.

(a) Each Guarantor hereby waives, for the benefit of Beneficiaries: (i) any right to require any Beneficiary, as a condition of payment or performance by such Guarantor, to (A) proceed against Borrower, any other guarantor (including any other Guarantor) of the Guaranteed Obligations or any other Person, (B) proceed against or exhaust any security held from Borrower, any such other guarantor or any other Person, (C) proceed against or have resort to any balance of any deposit account or credit on the books of any Beneficiary in favor of any Credit Party or any other Person, or (D) pursue any other remedy in the power of any Beneficiary whatsoever; (ii) any defense arising by reason of the

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incapacity, lack of authority or any disability or other defense of Borrower or any other Guarantor including any defense based on or arising out of the lack of validity or the unenforceability of the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of Borrower or any other Guarantor from any cause other than payment in full of the Guaranteed Obligations; (iii) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (iv) any defense based upon any Beneficiary’s errors or omissions in the administration of the Guaranteed Obligations, except behavior which amounts to bad faith; (v) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of such Guarantor’s obligations hereunder, (B) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement hereof, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that any Beneficiary protect, secure, perfect or insure any security interest or lien or any property subject thereto; (vi) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to Borrower and notices of any of the matters referred to in Section 7.4 and any right to consent to any thereof; and (vii) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof. (b) California Law Waivers. As used in this Section 7.5, any reference to “the principal” includes the Guarantors and any reference to “the creditor” includes the Beneficiaries. In accordance with Section 2856 of the California Civil Code: (i) each Guarantor waives any and all rights and defenses available to it by reason of Sections 2787 to 2855, inclusive, 2899 and 3433 of the California Civil Code, including any and all rights or defenses such Guarantor may have by reason of protection afforded to the principal with respect to any of the Obligations, or to the other Guarantors, in either case pursuant to the anti-deficiency or other laws of the State of California limiting or discharging the principal’s indebtedness, including Section 580a, 580b, 580d, or 726 of the California Code of Civil Procedure; and (ii) each Guarantor waives all rights and defenses arising out of an election of remedies by the creditor, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for any Obligation, has destroyed such Guarantor’s rights of subrogation and reimbursement against the principal by the operation of Section 580d of the California Code of Civil Procedure or otherwise; and even though that election of remedies by the creditor, such as nonjudicial foreclosure with respect to security for an obligation of the other Guarantors, has destroyed such Guarantor’s rights of contribution against the other Guarantors. (c) Waivers Concerning Liens. Each Guarantor waives all rights and defenses that it may have because the DIP Term Loan Obligations are secured by real property. This means, among other things: (i) the Beneficiaries may collect from any Guarantor without first foreclosing on any real or personal property Collateral pledged by Borrower or any other Guarantor; and (ii) if the Beneficiaries foreclose on any real property Collateral pledged by Borrower or any Guarantor: (A) the amount of the DIP Term Loan Obligations may be reduced only by the price for which that Collateral is sold at the foreclosure sale, even if the Collateral is worth more than the sale price; and (B) the Beneficiaries may collect from the other Guarantors even if the Beneficiaries, by foreclosing on the real property Collateral, have destroyed any right the Guarantors may have to collect from Borrower or any other Guarantor. This is an unconditional and irrevocable waiver of any rights and defenses the Guarantors may have because

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the DIP Term Loan Obligations are secured by real property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d, or 726 of the California Code of Civil Procedure. In the event that all or any part of the Guaranteed Obligations at any time are secured by any one or more deeds of trust, security deeds or mortgages creating or granting Liens on any interests in Real Estate Assets, each of the Guarantors authorizes the Beneficiaries, upon the occurrence of and during the continuance of any Event of Default, at their sole option, without notice or demand and without affecting any DIP Term Loan Obligations, the enforceability of the Guaranteed Obligations under this Guaranty, or the validity or enforceability of any Liens of the Beneficiaries on any Collateral securing the Guaranteed Obligations, to foreclose any or all of such deeds of trust, security deeds or mortgages by judicial or nonjudicial sale. Insofar as the Liens created by the Collateral Documents secure the Guaranteed Obligations of other Persons, each of the Guarantors expressly waives any defenses to the enforcement of this Guaranty or the other Credit Documents or any Liens created or granted hereby or by the other Credit Documents or to the recovery by the Beneficiaries against Borrower, any Guarantor or any other Person liable therefor of any deficiency after a judicial or nonjudicial foreclosure or sale, even though such a foreclosure or sale may impair the subrogation rights of such Guarantor and may preclude any of them from obtaining reimbursement or contribution from any other Person. 7.6.

Guarantors’ Rights of Subrogation, Contribution, Etc.

Until the Guaranteed Obligations shall have been indefeasibly paid in full, each Guarantor hereby waives any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against Borrower or any other Guarantor or any of its assets in connection with this Guaranty or the performance by such Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including (a) any right of subrogation, reimbursement or indemnification that such Guarantor now has or may hereafter have against Borrower with respect to the Guaranteed Obligations, (b) any right to enforce, or to participate in, any claim, right or remedy that any Beneficiary now has or may hereafter have against Borrower, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Beneficiary. In addition, until the Guaranteed Obligations shall have been indefeasibly paid in full, each Guarantor shall withhold exercise of any right of contribution such Guarantor may have against any other guarantor (including any other Guarantor) of the Guaranteed Obligations, including any such right of contribution as contemplated by Section 7.2. Each Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise of its rights of subrogation, reimbursement, indemnification and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement or indemnification such Guarantor may have against Borrower or against any collateral or security, and any rights of contribution such Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights any Beneficiary may have against Borrower, to all right, title and interest any Beneficiary may have in any such collateral or security, and to any right any Beneficiary may have against such other guarantor. If any amount shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations shall not have been finally and indefeasibly paid in full, such amount shall be held in trust for Administrative Agent on behalf of Beneficiaries and shall forthwith be paid over to Administrative Agent for the benefit of Beneficiaries to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof. 7.7. Subordination of Other Obligations. Any Indebtedness of Borrower or any Guarantor now or hereafter held by any Guarantor (the “Obligee Guarantor”) is hereby subordinated in right of payment to the Guaranteed Obligations, and any such Indebtedness collected or received by the Obligee Guarantor after an Event of Default has occurred and is continuing shall be held in trust for Administrative Agent on behalf of Beneficiaries and shall forthwith be paid over to Administrative Agent

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for the benefit of Beneficiaries to be credited and applied against the Guaranteed Obligations but without affecting, impairing or limiting in any manner the liability of the Obligee Guarantor under any other provision hereof. 7.8. Continuing Guaranty. This Guaranty is a continuing guaranty and shall remain in effect until all of the Guaranteed Obligations shall have been paid in full. Each Guarantor hereby irrevocably waives any right to revoke this Guaranty as to future transactions giving rise to any Guaranteed Obligations. 7.9. Authority of Guarantors or Borrower. It is not necessary for any Beneficiary to inquire into the capacity or powers of any Guarantor or Borrower or the officers, directors or any agents acting or purporting to act on behalf of any of them. 7.10. Financial Condition of Borrower. Any Loan may be made to Borrower or continued from time to time without notice to or authorization from any Guarantor regardless of the financial or other condition of Borrower at the time of any such grant or continuation. No Beneficiary shall have any obligation to disclose or discuss with any Guarantor its assessment, or any Guarantorâ&#x20AC;&#x2122;s assessment, of the financial condition of Borrower. Each Guarantor has adequate means to obtain information from Borrower on a continuing basis concerning the financial condition of Borrower and its ability to perform its obligations under the Credit Documents, and each Guarantor assumes the responsibility for being and keeping informed of the financial condition of Borrower and of all circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations. Each Guarantor hereby waives and relinquishes any duty on the part of any Beneficiary to disclose any matter, fact or thing relating to the business, operations or conditions of Borrower now known or hereafter known by any Beneficiary. 7.11.

Bankruptcy, Etc.

(a) The obligations of Guarantors hereunder shall not be reduced, limited, impaired, discharged, deferred, suspended or terminated by any case or proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of Borrower or any other Guarantor or by any defense which Borrower or any other Guarantor may have by reason of the order, decree or decision of any court or administrative body resulting from any such proceeding. (b) Each Guarantor acknowledges and agrees that any interest on any portion of the Guaranteed Obligations which accrues after the commencement of any case or proceeding referred to in clause (a) above (or, if interest on any portion of the Guaranteed Obligations ceases to accrue by operation of law by reason of the commencement of such case or proceeding, such interest as would have accrued on such portion of the Guaranteed Obligations if such case or proceeding had not been commenced) shall be included in the Guaranteed Obligations because it is the intention of Guarantors and Beneficiaries that the Guaranteed Obligations which are guaranteed by Guarantors pursuant hereto should be determined without regard to any rule of law or order which may relieve Borrower of any portion of such Guaranteed Obligations. (c) In the event that all or any portion of the Guaranteed Obligations are paid by Borrower, the obligations of Guarantors hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) are rescinded or recovered directly or indirectly from any Beneficiary as a preference, fraudulent transfer or otherwise, and any such payments which are so rescinded or recovered shall constitute Guaranteed Obligations for all purposes hereunder.

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7.12. Discharge of Guaranty. If any Guarantor (other than Holdings) ceases to be a Subsidiary of Holdings pursuant to a transaction permitted hereunder, or is dissolved in compliance with this Agreement, the Guaranty of such Guarantor or such successor in interest, as the case may be, hereunder shall be discharged; provided that the Borrower shall deliver to the Administrative Agent and the Collateral Agent a notice thereof and upon receipt of such notice each of the Administrative Agent and the Collateral Agent shall, upon request of the Borrower, at the Borrowerâ&#x20AC;&#x2122;s expense execute such documentation, filings and releases as are requested by the Borrower to evidence such release. SECTION 8. EVENTS OF DEFAULT 8.1.

Events of Default. If any one or more of the following conditions or events shall occur:

(a) Failure to Make Payments When Due. Except to the extent the holder thereof would be stayed from exercising remedies as a result of the Cases, failure by Borrower to pay (i) when due any installment of principal of any Loan, whether at stated maturity, by acceleration, by notice of voluntary prepayment, by mandatory prepayment or otherwise; or (ii) any interest on any Loan or any fee or any other amount due hereunder within five days after the date due; or (b)

Default in Other Agreements.

(i) (A) Failure of any Credit Party or any Subsidiary of Borrower to pay when due any principal of or interest on or any other amount, including any payment in settlement, payable in respect of the DIP ABL Loan Agreement beyond the grace period, if any, provided therefor; or (B) breach or default by any Credit Party or any Subsidiary of Borrower with respect to any other term of the DIP ABL Loan Agreement beyond the grace period, if any, provided therefor, if the effect of such breach or default is to cause, or to permit the holder or holders of that Indebtedness (or an agent or trustee on behalf of such holder or holders), to cause, that Indebtedness to become or be declared due and payable prior to its stated maturity; or (C) any such Indebtedness shall become or be declared to be due and payable, or be required to be prepaid or repurchased (other than by a regularly scheduled or required prepayment), prior to the stated maturity thereof; or (ii) Failure of any Credit Party or any Subsidiary of Borrower to pay when due any principal of or interest on or any other amount, including any payment in settlement, payable in respect of one or more items of Indebtedness (other than (x) Indebtedness referred to in Section 8.1(a) and this Section 8.1(b) and (y) in the case of any Credit Party or any Subsidiary, any other Indebtedness incurred by such Credit Party or Subsidiary prior to the Petition Date, to the extent the holders thereof would be stayed from exercising remedies in connection therewith as a result of the Cases, the Canadian Cases, the European Arrangement, the Japanese Insolvency Process or any similar proceeding) in an individual principal amount (or Net Mark-to-Market Exposure) of $1,000,000 or more, in each case beyond the grace period, if any, provided therefor; or (B) breach or default by any Credit Party or any Subsidiary of Borrower with respect to any other material term of (1) one or more items of Indebtedness in the individual or aggregate principal amounts (or Net Mark-to-Market Exposure) referred to in clause (i) above (other than (x) Indebtedness referred to in Section 8.1(a) and this Section 8.1(b) and (y) in the case of any Credit Party or any Subsidiary, any other Indebtedness incurred by such Credit Party or Subsidiary prior to the Petition Date, to the extent the holders thereof would be stayed from exercising remedies in connection therewith as a result of the Cases, the Canadian Cases, the European Arrangement, the Japanese Insolvency Process or any similar proceeding) or (2) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness, in each case beyond the grace period, if any, provided therefor, if the effect of such breach or

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default is to cause, or to permit the holder or holders of that Indebtedness (or a trustee on behalf of such holder or holders), to cause, that Indebtedness to become or be declared due and payable (or subject to a compulsory repurchase or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be (other than (x) Indebtedness referred to in Section 8.1(a) and this Section 8.1(b) and (y) in the case of any Credit Party or any Subsidiary, any other Indebtedness incurred by such Credit Party or Subsidiary prior to the Petition Date, to the extent the holders thereof would be stayed from exercising remedies in connection therewith as a result of the Cases, the Canadian Cases, the European Arrangement, the Japanese Insolvency Process or any similar proceeding); or (C) any Indebtedness in an individual principal amount (or Net Mark-to-Market Exposure) of $1,000,000 shall become or be declared to be due and payable, or be required to be prepaid or repurchased (other than by a regularly scheduled or required prepayment), prior to the stated maturity thereof (other than (x) Indebtedness referred to in Section 8.1(a) and this Section 8.1(b) and (y) in the case of any Credit Party or any Subsidiary, any other Indebtedness incurred by such Credit Party or Subsidiary prior to the Petition Date, to the extent the holders thereof would be stayed from exercising remedies in connection therewith as a result of the Cases, the Canadian Cases, the European Arrangement, the Japanese Insolvency Process or any similar proceeding); or (c) Breach of Certain Covenants. Failure of any Credit Party to perform or comply with any term, covenant or condition contained in Section 2.6, Section 5.2, Section 5.7, Section 5.15, Section 5.16, Section 5.17, Section 5.19, Section 5.20, Section 5.22, Section 5.24 or Section 6; or (d) Breach of Representations, Etc. Any representation, warranty, certification or other statement made or deemed made by any Credit Party in any Credit Document or in any statement or certificate at any time given by any Credit Party or any Subsidiary of Borrower in writing pursuant hereto or thereto or in connection herewith or therewith shall be false in any material respect as of the date made or deemed made; provided, however, that any breach of Section 4.20 as a result of the termination of one or more Employee Benefit Plans in connection with the Cases will not be deemed to have a Material Adverse Effect for purposes of this Section 8.1(d); or (e) Other Defaults Under Credit Documents. Any Credit Party shall default in the performance of or compliance with any term contained herein or any of the other Credit Documents, other than any such term referred to in any other Section of this Section 8.1, and such default shall not have been remedied or waived within thirty days after the earlier of (i) an officer of such Credit Party becoming aware of such default or (ii) receipt by Borrower of notice from Administrative Agent or any Lender of such default; or (f) Reduction of Availability under DIP ABL Facility. The lenders under the DIP ABL Facility or the DIP ABL Agent reduce advance rates, change the Borrowing Base (as defined in the DIP ABL Facility) (including any components thereof) or impose additional reserves (other than the reserves set forth on Schedule 8.1(f)), in each case, in a manner that would make less credit available to the Borrower under the DIP ABL Facility as compared to the terms of the DIP ABL Facility in effect as of the Effective Date (it being understood that (x) the adjustment of existing reserves as the result of the application of any applicable formula in effect on the Petition Date or the imposition of any reserves set forth on Schedule 8.1(f)) and (y) changes to the Original Borrowing Base as a result of adjustments to the NRV Percentage (as defined in the DIP ABL Loan Agreement) by the Specified Liquidation Agents (as defined in the DIP ABL Loan Agreement), in each case, shall not be an Event of Default); or (g) Exclusivity. An order shall be entered terminating the Credit Partiesâ&#x20AC;&#x2122; exclusivity period for proposing a Reorganization Plan; or

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(h) Judgments and Attachments. Any money judgment, writ or warrant of attachment or similar process with respect to any post-petition liability involving in any individual case or in the aggregate at any time an amount in excess of $1,000,000 (to the extent not adequately covered by insurance as to which a solvent and unaffiliated insurance company has acknowledged coverage) shall be entered or filed against Holdings or any of its Subsidiaries or any of their respective assets and shall remain undischarged, unvacated, unbonded or unstayed for a period of sixty days (or in any event later than five days prior to the date of any proposed sale thereunder); or (i) Dissolution. Any order, judgment or decree shall be entered against any Credit Party decreeing the dissolution or split up of such Credit Party and such order shall remain undischarged or unstayed for a period in excess of thirty days; or (j) Employee Benefit Plans. There shall occur one or more ERISA Events which individually or in the aggregate results in or would reasonably be expected to result in liability of Holdings or any of its Subsidiaries in excess of $1,000,000 during the term hereof; provided, however, that aggregate liabilities arising in connection with the termination of one or more Employee Benefit Plans in connection with the Cases will not be deemed to have a Material Adverse Effect for purposes of this Section 8.1(j); or (k)

Change of Control. A Change of Control shall occur; or

(l) Guaranties, Collateral Documents and other Credit Documents. At any time after the execution and delivery thereof, (i) the Guaranty for any reason, other than the satisfaction in full of all DIP Term Loan Obligations, shall cease to be in full force and effect (other than in accordance with its terms) or shall be declared to be null and void or any Guarantor shall repudiate its obligations thereunder in writing, (ii) this Agreement, the Fee Letter or any Collateral Document ceases to be in full force and effect (other than by reason of a release of Collateral in accordance with the terms hereof or thereof or the satisfaction in full of the DIP Term Loan Obligations in accordance with the terms hereof) or shall be declared null and void, or Collateral Agent shall not have or shall cease to have a valid and perfected Lien on any material portion of the Collateral purported to be covered by the Collateral Documents with the priority required by the relevant Collateral Document, in each case for any reason other than the failure of Collateral Agent or any Secured Party to take any action within its control, or (iii) any Credit Party or their respective Affiliates shall contest the validity or enforceability of any Credit Document in writing or deny in writing that it has any further liability, including with respect to future advances by Lenders, under any Credit Document to which it is a party or shall contest the validity or perfection of any Lien in any Collateral purported to be covered by the Collateral Documents; or (m) the existence of any claim by the PBGC or any Employee Benefit Plan in connection with one or more Employee Benefit Plan that purports to assert or otherwise seeks to impose any Lien on the Collateral having a priority senior to or pari passu with the Liens and the security interests granted herein or under the Prepetition ABL Credit Agreement or the Prepetition Term Loan Agreement; or (n) any of the Cases of the Debtors shall be dismissed or converted to a case under Chapter 7 of the Bankruptcy Code; or (o) a trustee under Chapter 7 or Chapter 11 of the Bankruptcy Code or an examiner with enlarged powers relating to the operation of the business (powers beyond those set forth in Section 1106(a)(3) and (4) of the Bankruptcy Code) under Section 1106(b) of the Bankruptcy Code shall be appointed in any of the Cases of the Debtors; or

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(p) an order of the Bankruptcy Court shall be entered denying or terminating use of cash collateral by the Credit Parties; or (q)

[Reserved]; or

(r) any Debtor, or any person acting on behalf of any Debtor, shall file a motion or other pleading seeking, or otherwise consenting to, any of the matters set forth in clauses (p) through (q) above or the granting of any other relief that if granted would give rise to an Event of Default; or (s) the existence of any claims or charges, or the entry of any order of the Bankruptcy Court authorizing any claims or charges, other than in respect of the DIP Term Loan Facility, the DIP ABL Facility and the Carve Out or as otherwise permitted under the applicable Credit Documents or permitted under the Orders, entitled to superpriority administrative expense claim status in any Chapter 11 Case pursuant to Section 364(c)(1) of the Bankruptcy Code pari passu with or senior to the claims of the Administrative Agent and the Lenders under the DIP Term Loan Facility, or there shall arise or be granted by the Bankruptcy Court (i) any claim having priority over any or all administrative expenses of the kind specified in clause (b) of Section 503 or clause (b) of Section 507 of the Bankruptcy Code (other than the Carve Out) or (ii) any Lien on the Collateral having a priority senior to or pari passu with the Liens and security interests granted herein, except, in each case, as expressly provided in the Credit Documents or in the Orders then in effect (but only in the event specifically consented to by the Administrative Agent), whichever is in effect; or (t) the Bankruptcy Court shall enter an order or orders granting relief from any stay of proceeding (including, the automatic stay applicable under Section 362 of the Bankruptcy Code to the holder or holders of any security interest) to (i) permit foreclosure (or the granting of a deed in lieu of foreclosure or the like) on any assets of any of the Debtors which have a value in excess of $500,000 in the aggregate (excluding purchase money financings and equipment financings) or (ii) permit other actions that would have a Material Adverse Effect on the Debtors or their estates (taken as a whole); or (u) an order of the Bankruptcy Court shall be entered reversing, amending, supplementing, staying, vacating or otherwise amending, supplementing or modifying the Interim Order or the Final Order, or Holdings or any Subsidiary of Holdings shall apply for authority to do so, in each case without the prior written consent of Administrative Agent and, with respect to any material change that is adverse to the Requisite Lenders; or (v) the Interim Order (prior to Final Order Entry Date) or Final Order (on and after the Final Order Entry Date) shall cease to create a valid and perfected Lien on the Collateral or to be in full force and effect, shall have been reversed, modified, amended, stayed, vacated, or subject to stay pending appeal, in the case of modification or amendment, without prior written consent of Administrative Agent and, with respect to any material change, the Requisite Lenders; or (w) any of the Credit Parties shall fail to comply with the Interim Order (prior to Final Order Entry Date) or Final Order (on and after the Final Order Entry Date) in any material respect; (x) an order in the Cases shall be entered (i) charging any of the Collateral under Section 506(c) of the Bankruptcy Code against the Lenders or (ii) limiting the extension under Section 552(b) of the Bankruptcy Code of the Liens of the Prepetition Term Agent on the Collateral to any proceeds, products, offspring, or profits of the Collateral acquired by any Credit Party after the Petition Date, or the commencement of other actions that is materially adverse to Administrative Agent, the Lenders or their respective rights and remedies under the DIP Term Loan Facility in any of the Cases or inconsistent with any of the Credit Documents; or

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(y) if the Final Order does not include a waiver, in form and substance satisfactory to the Administrative Agent, of (i) the right to surcharge the Collateral under Section 506(c) of the Bankruptcy Code and (ii) any ability to limit the extension under Section 552(b) of the Bankruptcy Code of the Liens of the Prepetition Term Agent on the Collateral to any proceeds, products, offspring, or profits of the Collateral acquired by any Credit Party after the Petition Date; or (z) a Reorganization Plan shall be confirmed in any of the Cases of the Debtors, or any order shall be entered which dismisses any of the Cases of the Debtors and which order does not provide for payment in full in cash of the DIP Term Loan Obligations under the Credit Documents (other than contingent indemnification obligations not yet due and payable), or any of the Credit Parties and their Subsidiaries shall seek, support or fail to contest in good faith the filing or confirmation of any such plan or entry of any such order; or (aa) any Credit Party or any Subsidiary thereof shall take any action in support of any matter set forth in clauses (i) through (cc) hereof or any other Person shall do so and such application is not contested in good faith by the Credit Parties and the relief requested is granted in an order that is not stayed pending appeal; or (bb) any Credit Party or any Subsidiary thereof shall obtain court authorization to commence, or shall commence, join in, assist or otherwise participate as an adverse party in any suit or other proceeding seeking, or otherwise consenting to (i) the invalidation, subordination or other challenging of the Superpriority Claims and Liens granted to secure the DIP Term Loan Obligations or any other rights granted to the Administrative Agent and the Lenders in the Orders or this Agreement or (ii) any relief under Sections 506(c) or 552(b) of the Bankruptcy Code with respect to any Collateral; or (cc) any Credit Party shall challenge, support or encourage a challenge of any payments made to the Administrative Agent or any Lender with respect to the DIP Term Loan Obligations, other than to challenge the occurrence of a Default or Event of Default; or (dd) without the consent of the Administrative Agent, the filing of any motion by the Credit Parties seeking approval of (or the entry of an order by the Bankruptcy Court approving) adequate protection to any prepetition agent or lender that is inconsistent with the Interim Order (prior to the Final Order Entry Date) or the Final Order (on and after the Final Order Entry Date); or (ee) without the Administrative Agentâ&#x20AC;&#x2122;s consent, the entry of any order by the Bankruptcy Court granting, or the filing by any Credit Party or any of its Subsidiaries of any motion or other request with the Bankruptcy Court (in each case, other than the Orders and motions seeking entry thereof or permitted amendments or modifications thereto) seeking, authority to use any cash proceeds of any of the Collateral in a manner inconsistent with the Budget without the Administrative Agentâ&#x20AC;&#x2122;s consent or to obtain any financing under Section 364 of the Bankruptcy Code other than the DIP Term Loan Facility and the DIP ABL Facility unless such motion or order contemplates payment in full in cash of the DIP Term Loan Obligations immediately upon consummation of the transactions contemplated thereby; or (ff) any Credit Party or any person on behalf of any Credit Party shall file any motion seeking authority to consummate a sale of assets of the Credit Parties or the Collateral (other than any sale of assets set out in the Marketing Process) to the extent having a value in excess of $500,000 outside the ordinary course of business and not otherwise permitted hereunder; or (gg) if any Credit Party or any of its Subsidiaries is enjoined, restrained, or in any way prevented by court order from continuing to conduct all or any part of the business affairs of Credit

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Parties and their Subsidiaries, taken as a whole, which could reasonably be expected to have a Material Adverse Effect; provided, that the Credit Parties shall have five Business Days after the entry of such an order to obtain a court order vacating, staying or otherwise obtaining relief from the Bankruptcy Court or another court to address any such court order; or (hh) any Credit Party shall make any payment (whether by way of adequate protection or otherwise) of principal or interest or otherwise on account of any prepetition Indebtedness or payables other than payments (i) in respect of accrued payroll and related expenses as of the commencement of the Cases, (ii) in respect of certain creditors and (iii) permitted under this Agreement, in each case, to the extent authorized by one or more “first or second day orders” (or other orders with the consent of the Administrative Agent) and consistent with the Budget; or (ii) if, unless otherwise approved by the Administrative Agent, an order of the Bankruptcy Court shall be entered providing for a change in venue with respect to the Cases and such order shall not be reversed or vacated within 10 days; or (jj) without the Administrative Agent’s and the Requisite Lenders’ consent, any Credit Party or any Subsidiary thereof shall file any motion or other request with the Bankruptcy Court seeking (a) to grant or impose, under Section 364 of the Bankruptcy Code or otherwise, liens or security interests in any Collateral, whether senior, equal or subordinate to the Administrative Agent’s or the DIP ABL Agent’s liens and security interests or; (b) to modify or affect any of the rights of the Administrative Agent, the DIP ABL Agent, the lenders under the DIP ABL Facility or the Lenders under the Orders, the Credit Documents, or the DIP ABL Credit Documents by any plan of reorganization confirmed in the Cases or subsequent order entered in the Cases; or THEN, (1) the Administrative Agent, at the request of the Requisite Lenders, shall, by notice to the Borrower, without further notice, motion, or application to, order of, or hearing before the Bankruptcy Court, take any or all of the following actions, at the same or different times including, without limitation: (i) terminate forthwith the Commitments and (ii) declare the Loans then outstanding to be forthwith due and payable in whole or in part, whereupon the principal of the Loans so declared to be due and payable in cash, together with accrued interest thereon and any unpaid accrued fees and all other liabilities of the Credit Parties accrued hereunder and under any other Credit Document, shall become forthwith due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by each Credit Party, anything contained herein or in any other Credit Document to the contrary notwithstanding; and (2) after giving five (5) Business Days’ prior written notice (the “Remedies Notice Period”) to the Borrower, the automatic stay of Section 362 of the Bankruptcy Code shall be terminated without order of the Bankruptcy Court, without the need for filing any motion or relief from the automatic stay or any other pleading, for the purpose of permitted the Lenders to do any of the following: (i) direct the Collateral Agent to foreclose on the Collateral, (ii) enforce all of their rights under any guaranty and (iii) exercise all other rights and remedies provided for in the Credit Documents, the Order and applicable law or in equity. In any hearing during the Remedies Notice Period to contest the enforcement of remedies, the only issue that may be raised by any party in opposition thereto shall be whether, in fact, an Event of Default has occurred, and the Debtors hereby waive their right to and shall not be entitled to seek relief, including, without limitation, under Section 105 of the Bankruptcy Code, to the extent that such relief would in any way impair or restrict the rights and remedies of the Administrative Agent, the Collateral Agent or the Secured Parties, as set forth in this Agreement, the applicable Order or other Credit Documents.

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SECTION 9. AGENTS 9.1. Appointment of Agents. GCF is hereby appointed as Administrative Agent and Collateral Agent hereunder, and each Lender hereby authorizes Administrative Agent to act as its agent in accordance with the terms hereof and the other Credit Documents. GCF hereby agrees to act upon the express conditions contained herein and the other Credit Documents, as applicable. The provisions of this Section 9 are solely for the benefit of the Administrative Agent and Collateral Agent and Lenders and no Credit Party shall have any rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties hereunder and under the other Credit Documents, each of the Administrative Agent and the Collateral Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Holdings or any of its Subsidiaries. 9.2. Powers and Duties. Each Lender irrevocably authorizes each Agent to take such action on such Lenderâ&#x20AC;&#x2122;s behalf and to exercise such powers, rights and remedies hereunder and under the other Credit Documents as are specifically delegated or granted to such Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Agent shall have only those duties and responsibilities that are expressly specified herein and the other Credit Documents. Each Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees. No Agent shall have, by reason hereof or any of the other Credit Documents, a fiduciary relationship in respect of any Lender; and nothing herein or any of the other Credit Documents, expressed or implied, is intended to or shall be so construed as to impose upon any Agent any obligations in respect hereof or any of the other Credit Documents except as expressly set forth herein or therein. 9.3.

General Immunity.

(a) No Responsibility for Certain Matters. No Agent shall be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or any other Credit Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by any Agent to Lenders or by or on behalf of any Credit Party to any Agent or any Lender in connection with the Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Credit Party or any other Person liable for the payment of any DIP Term Loan Obligations, nor shall any Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Credit Documents or as to the use of the proceeds of the Loans or as to the existence or possible existence of any Event of Default or Default or to make any disclosures with respect to the foregoing. Anything contained herein to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans. (b) Exculpatory Provisions. No Agent nor any of its officers, partners, directors, employees or agents shall be liable to Lenders for any action taken or omitted by any Agent under or in connection with any of the Credit Documents except to the extent caused by such Agentâ&#x20AC;&#x2122;s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. Each Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection herewith or any of the other Credit Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such Agent shall have received instructions in respect thereof from Requisite Lenders (or such other Lenders as may be required to give such instructions under Section 10.5) and, upon receipt of such

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instructions from Requisite Lenders (or such other Lenders, as the case may be), such Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions. Without prejudice to the generality of the foregoing, (i) each Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper Person or Persons, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for Holdings and its Subsidiaries), accountants, experts and other professional advisors selected by it; and (ii) no Lender shall have any right of action whatsoever against any Agent as a result of such Agent acting or (where so instructed) refraining from acting hereunder or any of the other Credit Documents in accordance with the instructions of Requisite Lenders (or such other Lenders as may be required to give such instructions under Section 10.5). (c) Delegation of Duties. Administrative Agent may perform any and all of its duties and exercise its rights and powers under this Agreement or under any other Credit Document by or through any one or more sub-agents appointed by Administrative Agent. Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Affiliates. The exculpatory, indemnification and other provisions of this Section 9.3 and of Section 9.6 shall apply to any Affiliates of Administrative Agent as well as activities as Administrative Agent. All of the rights, benefits, and privileges (including the exculpatory and indemnification provisions) of this Section 9.3 and of Section 9.6 shall apply to any such sub-agent and to the Affiliates of any such sub-agent, and shall apply to their respective activities as sub-agent as if such sub-agent and Affiliates were named herein. Notwithstanding anything herein to the contrary, with respect to each subagent appointed by Administrative Agent, (i) such sub-agent shall be a third party beneficiary under this Agreement with respect to all such rights, benefits and privileges (including exculpatory rights and rights to indemnification) and shall have all of the rights and benefits of a third party beneficiary, including an independent right of action to enforce such rights, benefits and privileges (including exculpatory rights and rights to indemnification) directly, without the consent or joinder of any other Person, against any or all of Credit Parties and the Lenders, (ii) such rights, benefits and privileges (including exculpatory rights and rights to indemnification) shall not be modified or amended without the consent of such sub-agent, and (iii) such sub-agent shall only have obligations to Administrative Agent and not to any Credit Party, Lender or any other Person and no Credit Party, Lender or any other Person shall have any rights, directly or indirectly, as a third party beneficiary or otherwise, against such sub-agent. 9.4. Agents Entitled to Act as Lender. The agency hereby created shall in no way impair or affect any of the rights and powers of, or impose any duties or obligations upon, any Agent in its individual capacity as a Lender hereunder. With respect to its participation in the Loans, each Agent shall have the same rights and powers hereunder as any other Lender and may exercise the same as if it were not performing the duties and functions delegated to it hereunder, and the term â&#x20AC;&#x153;Lenderâ&#x20AC;? shall, unless the context clearly otherwise indicates, include each Agent in its individual capacity. Any Agent and its Affiliates may accept deposits from, lend money to, own securities of, and generally engage in any kind of banking, trust, financial advisory or other business with Borrower or any of its Affiliates as if it were not performing the duties specified herein, and may accept fees and other consideration from Borrower for services in connection herewith and otherwise without having to account for the same to Lenders. 9.5.

Lendersâ&#x20AC;&#x2122; Representations, Warranties and Acknowledgment.

(a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of Borrower, its Subsidiaries and Guarantors in connection with Loans hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of Borrower, its Subsidiaries and Guarantors. No Agent shall have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such

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appraisal on behalf of Lenders or to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter, and no Agent shall have any responsibility with respect to the accuracy of or the completeness of any information provided to Lenders. (b) Each Lender, by delivering its signature page to this Agreement or an Assignment Agreement, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be approved by any Agent, Requisite Lenders or Lenders, as applicable on the Effective Date. 9.6. Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify each Agent, to the extent that such Agent shall not have been reimbursed by any Credit Party, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against such Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such Agent in any way relating to or arising out of this Agreement or the other Credit Documents; provided, no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereof; and provided further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence. 9.7. Successor Administrative Agent and Collateral Agent. Notwithstanding anything to the contrary contained herein, Administrative Agent and/or Collateral Agent shall have the right to resign (without obtaining the consent of any other party hereto) at any time by giving prior written notice thereof to Lenders and Borrower, and Administrative Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to Borrower and Administrative Agent and signed by Requisite Lenders. Administrative Agent shall have the right to appoint a financial institution to act as Administrative Agent and/or Collateral Agent hereunder, subject to the reasonable satisfaction of Borrower and the Requisite Lenders, and Administrative Agent’s resignation shall become effective on the earliest of (i) 30 days after delivery of the notice of resignation, (ii) the acceptance of such successor Administrative Agent by Borrower and the Requisite Lenders or (iii) such other date, if any, agreed to by the Requisite Lenders. Upon any such notice of resignation or any such removal, if a successor Administrative Agent has not already been appointed by the retiring Administrative Agent, Requisite Lenders shall have the right, upon five Business Days’ notice to Borrower, to appoint a successor Administrative Agent. If neither Requisite Lenders nor Administrative Agent have appointed a successor Administrative Agent, Requisite Lenders shall be deemed to have succeeded to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent; provided that, until a successor Administrative Agent is so appointed by Requisite Lenders or Administrative Agent, (x) any collateral security held by Administrative Agent in its role as Collateral Agent on behalf of the Lenders under any of the Credit Documents shall continue to be held by the retiring Collateral Agent as nominee and (y) the Administrative Agent in its role as Collateral Agent shall continue as agent for the Secured Parties in respect of any security interest perfected through filings, recordings, control

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agreements with or for the benefit of or other arrangements involving the Administrative Agent in its role as Collateral Agent for purposes of perfection, in each case until such time as a successor Collateral Agent is appointed and arrangements have been made for such successor to assume such role. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent and the retiring or removed Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Documents, and (ii) execute and deliver to such successor Administrative Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent of the security interests created under the Collateral Documents, whereupon such retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder. Except as provided above, any resignation or removal of GCF or its successor as Administrative Agent pursuant to this Section shall also constitute the resignation or removal of GCF or its successor as Collateral Agent. After any retiring or removed Administrative Agentâ&#x20AC;&#x2122;s resignation or removal hereunder as Administrative Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent hereunder. Any successor Administrative Agent appointed pursuant to this Section shall, upon its acceptance of such appointment, become the successor Collateral Agent for all purposes hereunder. (a) In addition to the foregoing, Collateral Agent may resign at any time by giving prior written notice thereof to Lenders and the Borrower, and Collateral Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to the Borrower and Collateral Agent signed by Requisite Lenders. Administrative Agent shall have the right to appoint a financial institution as Collateral Agent hereunder, subject to the reasonable satisfaction of Borrower and the Requisite Lenders and Collateral Agentâ&#x20AC;&#x2122;s resignation shall become effective on the earliest of (i) 30 days after delivery of the notice of resignation, (ii) the acceptance of such successor Collateral Agent by Borrower and the Requisite Lenders or (iii) such other date, if any, agreed to by the Requisite Lenders. Upon any such notice of resignation or any such removal, Requisite Lenders shall have the right, upon five Business Daysâ&#x20AC;&#x2122; notice to Administrative Agent, to appoint a successor Collateral Agent. Until a successor Collateral Agent is so appointed by Requisite Lenders or Administrative Agent, (x) any collateral security held by Collateral Agent on behalf of the Lenders under any of the Credit Documents shall continue to be held by the retiring Collateral Agent as nominee and (y) the Collateral Agent shall continue as agent for the Secured Parties in respect of any security interests perfected through filings, recordings, control agreements with or for the benefit of or other arrangements involving the Collateral Agent for purposes of such perfection, in each case until such time as a successor Collateral Agent is appointed and arrangements have been made for such successor to assume such role. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, that successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Collateral Agent under this Agreement and the Collateral Documents, and the retiring or removed Collateral Agent under this Agreement shall promptly (i) transfer to such successor Collateral Agent all sums, Securities and other items of Collateral held hereunder or under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Collateral Agent under this Agreement and the Collateral Documents, and (ii) execute and deliver to such successor Collateral Agent or otherwise authorize the filing of such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring or removed Collateral Agent shall be discharged from its duties and obligations under this Agreement and the

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Collateral Documents. After any retiring or removed Collateral Agentâ&#x20AC;&#x2122;s resignation or removal hereunder as the Collateral Agent, the provisions of this Agreement and the Collateral Documents shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement or the Collateral Documents while it was the Collateral Agent hereunder. 9.8.

Collateral Documents and Guaranty.

(a) Agents under Collateral Documents and Guaranty. Each Secured Party hereby further authorizes Administrative Agent or Collateral Agent, as applicable, on behalf of and for the benefit of Secured Parties, to be the agent for and representative of Secured Parties with respect to the Guaranty, the Collateral, the Collateral Documents and the Intercreditor Arrangements. Without limiting the generality of the foregoing, Administrative Agent and Collateral Agent are hereby expressly authorized to (i) execute any and all documents with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Collateral Documents and (ii) enter into the Intercreditor Arrangements, and each Lender agrees to be bound by the terms of the Intercreditor Arrangements. Subject to Section 10.5, without further written consent or authorization from any Secured Party, Administrative Agent or Collateral Agent, as applicable, may execute any documents or instruments necessary to (x) in connection with a sale or disposition of assets permitted by this Agreement, release any Lien encumbering any item of Collateral that is the subject of such sale or other disposition of assets or to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented or (y) release any Guarantor from the Guaranty pursuant to Section 7.12 or with respect to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented. (b) Right to Realize on Collateral and Enforce Guaranty. Anything contained in any of the Credit Documents to the contrary notwithstanding, Borrower, Administrative Agent, Collateral Agent and each Secured Party hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guaranty, it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by Administrative Agent, on behalf of the Secured Parties in accordance with the terms hereof and all powers, rights and remedies under the Collateral Documents may be exercised solely by Collateral Agent, and (ii) in the event of a foreclosure by Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, Collateral Agent or any Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and Collateral Agent, as agent for and representative of Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the DIP Term Loan Obligations as a credit on account of the purchase price for any collateral payable by Collateral Agent at such sale or other disposition. (c)

[Reserved].

(d) Release of Collateral and Guarantees, Termination of Credit Documents. Notwithstanding anything to the contrary contained herein or any other Credit Document, when all DIP Term Loan Obligations have been paid in full, upon request of Borrower, Administrative Agent shall take such actions as shall be required to release its security interest in all Collateral, and to release all guarantee obligations provided for in any Credit Document. Any such release of guarantee obligations shall be deemed subject to the provision that such guarantee obligations shall be reinstated if after such release any portion of any payment in respect of the DIP Term Loan Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution,

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liquidation or reorganization of Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made. (e) Intercreditor Arrangements. The Intercreditor Agreement is hereby ratified and confirmed in all respects and the Administrative Agent is authorized to consent to the intercreditor provisions contained in any applicable Order, to enter into the Intercreditor Acknowledgment and any amendment or modification thereto or any other intercreditor arrangements contemplated hereby or by the Intercreditor Agreement with respect to Indebtedness that is secured by Liens and which Indebtedness contemplates an intercreditor, subordination or collateral trust agreement (any such other intercreditor agreement, an â&#x20AC;&#x153;Additional Agreementâ&#x20AC;?), and the parties hereto acknowledge that the Intercreditor Arrangements and any Additional Agreement is binding upon them. Each Lender (a) hereby consents to the subordination of the Liens on the Collateral other than the Term Loan Collateral securing the Secured Obligations on the terms set forth in the Intercreditor Arrangements, (b) hereby agrees that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Arrangements or any Additional Agreement and (c) hereby authorizes and instructs the Administrative Agent to enter into the Intercreditor Arrangements or any Additional Agreement and to subject the Liens on the Collateral securing the Secured Obligations to the provisions thereof. The foregoing provisions are intended as an inducement to the Secured Parties to extend credit to the Borrower and such Secured Parties are intended third-party beneficiaries of such provisions and the provisions of the Intercreditor Arrangements or any Additional Agreement. 9.9. Withholding Taxes. To the extent required by any applicable law, Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. If any payment has been made to any Lender by Administrative Agent without the applicable withholding Tax being withheld from such payment and Administrative Agent has paid over the applicable withholding Tax to the Internal Revenue Service or any other Governmental Authority, or the Internal Revenue Service or any other Governmental Authority asserts a claim that Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify Administrative Agent of a change in circumstance which rendered the exemption from, or reduction of, withholding Tax ineffective or for any other reason, or if Administrative Agent reasonably determines that a payment was made to a Lender pursuant to this Agreement without deduction of applicable withholding tax from such payment, such Lender shall indemnify Administrative Agent fully for all amounts paid, directly or indirectly, by Administrative Agent as Tax or otherwise, including any penalties or interest and together with all expenses (including legal expenses, allocated internal costs and out-ofpocket expenses) incurred. SECTION 10. MISCELLANEOUS 10.1.

Notices.

(a) Notices Generally. Any notice or other communication herein required or permitted to be given to a Credit Party, Collateral Agent or Administrative Agent shall be sent to such Personâ&#x20AC;&#x2122;s address as set forth on Appendix B or in the other relevant Credit Document, and in the case of any Lender, the address as indicated on Appendix B or otherwise indicated to Administrative Agent in writing. Except as otherwise set forth in Section 3.2 or paragraph (b) below, each notice hereunder shall be in writing and may be personally served or sent by telefacsimile (except for any notices sent to Administrative Agent) or United States mail or courier service and shall be deemed to have been given when delivered in person or by courier service and signed for against receipt thereof, upon receipt of telefacsimile, or three Business Days after depositing it in the United States mail with postage prepaid and

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properly addressed; provided, no notice to any Agent shall be effective until received by such Agent; provided further, any such notice or other communication shall at the request of Administrative Agent be provided to any sub-agent appointed pursuant to Section 9.3(c) hereto as designated by Administrative Agent from time to time. (b)

Electronic Communications.

(i) Conversion/ Continuation Notices and other communications to any Agent and Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by Administrative Agent, provided that the foregoing shall not apply to notices to any Agent or any Lender pursuant to Section 2 if such Person has notified Administrative Agent that it is incapable of receiving notices under such Section by electronic communication. Administrative Agent or Borrower 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 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 acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next Business Day 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. (ii) Each Credit Party understands that the distribution of material through an electronic medium is not necessarily secure and that there are confidentiality and other risks associated with such distribution and agrees and assumes the risks associated with such electronic distribution, except to the extent caused by the willful misconduct or gross negligence of Administrative Agent, as determined by a final, non-appealable judgment of a court of competent jurisdiction. (iii) Any Approved Electronic Communications are provided “as is” and “as available”. None of the Agents, nor any of their respective officers, directors, employees, agents, advisors or representatives (the “Agent Affiliates”) warrant the accuracy, adequacy, or completeness of the Approved Electronic Communications and each expressly disclaims liability for errors or omissions in the Approved Electronic Communications. No warranty of any kind, express, implied or statutory, including any warranty of merchantability, fitness for a particular purpose, non-infringement of third party rights or freedom from viruses or other code defects is made by the Agent Affiliates in connection with the Approved Electronic Communications. (iv) Each Credit Party, each Lender and each Agent agrees that Administrative Agent may, but shall not be obligated to, store any Approved Electronic Communications in accordance with Administrative Agent’s customary document retention procedures and policies. (v) Any notice of Default or Event of Default may be provided by telephone if confirmed promptly thereafter by delivery of written notice thereof.

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10.2. Expenses. Whether or not the transactions contemplated hereby shall be consummated, Borrower agrees to pay promptly (a) all the actual and reasonable costs and expenses incurred in connection with the negotiation, preparation and execution of the Credit Documents and any consents, amendments, waivers or other modifications thereto; (b) all the costs of furnishing all opinions by counsel for Borrower and the other Credit Parties; (c) the reasonable fees, expenses and disbursements of outside counsel to Agents and the Lenders, and local and special counsel in any appropriate jurisdiction, in connection with the negotiation, preparation, execution and administration of the Credit Documents and any consents, amendments, waivers or other modifications thereto and any other documents or matters requested by Borrower; (d) all the actual costs and reasonable expenses of creating, perfecting, recording, maintaining and preserving Liens in favor of Collateral Agent, for the benefit of Secured Parties, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, title insurance premiums and reasonable fees, expenses and disbursements of counsel to each Agent and of counsel providing any opinions that any Agent or Requisite Lenders may request in respect of the Collateral or the Liens created pursuant to the Collateral Documents; (e) all the actual costs and reasonable fees, expenses and disbursements of any auditors, accountants, consultants or appraisers; (f) all the actual costs and reasonable expenses (including the reasonable fees, expenses and disbursements of any appraisers, consultants, advisors and agents employed or retained by Collateral Agent and its counsel) in connection with the custody or preservation of any of the Collateral; (g) all other actual and reasonable costs and expenses incurred by each Agent and each Lender in connection with the transactions contemplated by the Credit Documents and any consents, amendments, waivers or other modifications thereto and (h) after the occurrence of a Default or an Event of Default, all costs and expenses, including reasonable outside attorneys’ fees and costs of settlement, incurred by any Agent and Lenders in enforcing any DIP Term Loan Obligations of or in collecting any payments due from any Credit Party hereunder or under the other Credit Documents by reason of such Event of Default (including in connection with the sale, lease or license of, collection from, or other realization upon any of the Collateral or the enforcement of the Guaranty) or in connection with any refinancing or restructuring of the credit arrangements provided hereunder in the nature of a “work-out” or pursuant to any insolvency or bankruptcy cases or proceedings. For the avoidance of doubt, the Borrower shall reimburse Administrative Agent, the Collateral Agent, the Lenders and their respective Affiliates for all reasonable and documented legal, accounting, appraisal, consulting, and other fees, costs and expenses incurred in connection with the negotiation, preparation and administration of the Credit Documents, the Interim Order and the Final Order and incurred in connection with: (a) amendment, modification or waiver of, consent with respect to, or termination of, any of the Credit Documents or advice in connection with the syndication and administration of the Loans made pursuant hereto or its rights hereunder or thereunder; (b) any litigation, contest, dispute, suit, proceeding or action (whether instituted by any Collateral Agent, any Lender, the Borrower or any other Person and whether as a party, witness or otherwise) in any way relating to the Collateral, any of the Credit Documents or any other agreement to be executed or delivered in connection herewith or therewith, including any litigation, contest, dispute, suit, case, proceeding or action, and any appeal or review thereof, in connection with a case or proceeding commenced by or against any Borrower or any other Person that may be obligated to Agent by virtue of the Credit Documents; including any such litigation, contest, dispute, suit, proceeding or action arising in connection with any work-out or restructuring of the Loans during the pendency of one or more Events of Default; provided that no Person shall be entitled to reimbursement under this clause (b) in respect of any litigation, contest, dispute, suit, proceeding or action to the extent any of the foregoing results from such Person’s gross negligence or willful misconduct (as determined by a final non-appealable judgment); (c) any attempt to enforce or prosecute any rights or remedies of Agent against any or all of the Debtors or any other Person that may be obligated to the Administrative Agent or any Lender

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by virtue of any of the Credit Documents, including any such attempt to enforce any such remedies in the course of any work-out or restructuring of the Loans during the pendency of one or more Events of Default; (d) Events of Default; (e)

any work-out or restructuring of the Loans during the pendency of one or more the obtaining of approval of the Credit Documents by the Bankruptcy Court;

(f) the preparation and review of pleadings, documents and reports related to the Cases, attendance at meetings, court hearings or conferences related to the Cases, and general monitoring of the Insolvency Cases and any Successor Cases; (g) efforts to (i) monitor the Loans or any of the other Obligations, (ii) evaluate, observe or assess any of the Debtors or their respective affairs, and (iii) verify, protect, evaluate, assess, appraise, collect, sell, liquidate or otherwise dispose of any of the Collateral; (h) any lien searches or request for information listing financing statements or liens filed or searches conducted to confirm receipt and due filing of financing statements and security interests in all or a portion of the Collateral; and (i) including, as to each of clauses (a) through (h) above, all reasonable attorneys’ and other professional and service providers’ fees arising from such services and other advice, assistance or other representation, including those in connection with any appellate proceedings, and all reasonable expenses, costs, charges and other fees incurred by such counsel and others in connection with or relating to any of the events or actions described in this Section 10.2, all of which shall be payable, on demand, by Borrower to the Collateral Agent. Without limiting the generality of the foregoing, such expenses, costs, charges and fees may include: reasonable fees, costs and expenses of accountants, sales consultants, financial advisors, environmental advisors, appraisers, investment bankers, management and other consultants and paralegals; court costs and expenses; photocopying and duplication expenses; court reporter fees, costs and expenses; air express charges; and reasonable expenses for travel, lodging and food paid or incurred in connection with the performance of such legal or other advisory services. (j) All amounts reimbursable by Borrower under this Section 10.2 shall constitute DIP Term Loan Obligations secured by the Collateral and shall be payable on demand therefor by the Administrative Agent or Collateral Agent to Borrower. 10.3.

Indemnity.

(a) In addition to the payment of expenses pursuant to Section 10.2, whether or not the transactions contemplated hereby shall be consummated, each Credit Party agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, each Agent and Lender and each of their respective officers, partners, members, directors, trustees, advisors, employees, agents, sub-agents and affiliates (each, an “Indemnitee”), from and against any and all Indemnified Liabilities; provided, no Credit Party shall have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence or willful misconduct of such Indemnitee, in each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 may be unenforceable in whole or in part because they are violative of any law or public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted

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to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (b) To the extent permitted by applicable law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against each Lender, each Agent and their respective Affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and Borrower hereby waives, releases and agrees not to sue upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. (c)

[Reserved].

(d) This Section 10.3 shall not apply to any Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. 10.4. Set-Off. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default each Lender is hereby authorized by each Credit Party at any time or from time to time subject to the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed), without notice to any Credit Party or to any other Person (other than Administrative Agent), any such notice being hereby expressly waived, to set off and to appropriate and to apply any and all deposits (general or special, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts) and any other Indebtedness at any time held or owing by such Lender to or for the credit or the account of any Credit Party against and on account of the obligations and liabilities of any Credit Party to such Lender hereunder and under the other Credit Documents, including all claims of any nature or description arising out of or connected hereto, or with any other Credit Document, irrespective of whether or not (a) such Lender shall have made any demand hereunder or (b) the principal of or the interest on the Loans or any other amounts due hereunder shall have become due and payable pursuant to Section 2 and although such obligations and liabilities, or any of them, may be contingent or unmatured. 10.5.

Amendments and Waivers.

(a) Requisite Lendersâ&#x20AC;&#x2122; Consent. Subject to the additional requirements of Sections 10.5(b) and 10.5(c), no amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by any Credit Party therefrom, shall in any event be effective without the written concurrence of Requisite Lenders; provided that Administrative Agent may (i) with the consent of Borrower only, amend, modify or supplement this Agreement to cure any ambiguity, omission, defect or inconsistency, so long as such amendment, modification or supplement does not adversely affect the rights of any Lender or (ii) consent to any amendment, modification, termination, waiver or extension that is expressly subject to only the consent or approval of the Administrative Agent. (b) Affected Lendersâ&#x20AC;&#x2122; Consent. Without the written consent of each Lender that would be directly affected thereby, no amendment, modification, termination, or consent shall be effective if the effect thereof would:

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(i)

extend the scheduled final maturity of any Loan or Note;

(ii)

waive, reduce or postpone any scheduled repayment (but not

prepayment); (iii) reduce the rate of interest on any Loan (other than any waiver of any increase in the interest rate applicable to any Loan pursuant to Section 2.10) or any fee or any premium payable hereunder; (iv)

extend the time for payment of any such interest, fees or premium;

(v)

reduce the principal amount of any Loan;

(vi) amend, modify, terminate or waive any provision of this Section 10.5(b), Section 10.5(c) or any other provision of this Agreement that expressly provides that the consent of all Lenders is required; (vii) amend the definition of “Loan Commitment”, “Loan Exposure”, “Requisite Lenders”, “Roll-Up Requisite Lenders” or “Pro Rata Share”; provided, with the consent of Requisite Lenders, additional extensions of credit pursuant hereto may be included in the determination of Requisite Lenders or Pro Rata Share on substantially the same basis as the Loans are included on the Effective Date; or (viii) subordinate Liens securing a portion of any Lender’s DIP Term Loan Obligations to Liens securing a portion of any other Lender’s DIP Term Loan Obligations or release or subordinate all or substantially all of the Collateral or all or substantially all of the Guarantors from or under the Guaranty except as expressly provided in the Credit Documents. (c)

Other Consents.

(i) No amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by any Credit Party therefrom, shall amend, modify, terminate or waive any provision of Section 9 as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without the consent of such Agent. (ii) No amendment, modification, consent, termination or waiver of any provision of this Agreement that would reasonably be expected to disproportionately affect the economic rights, interests or duties of the Roll-Up Lenders, in each case, in any material respect shall be permitted without the consent of the Roll-Up Requisite Lenders. (iii) No amendment, modification, termination or waiver of any Milestone set forth in Section 5.16 shall be effective without the consent of each of the New Money Requisite Lenders and the Roll-Up Requisite Lenders; provided, however, that, notwithstanding anything to the contrary in this Section 10.5, (A) the New Money Requisite Lenders shall be permitted, in their sole discretion and without the consent of the Roll-Up Requisite Lenders, to consent to the extension of (or waive compliance with) any time period applicable to any Milestone set forth in Section 5.16 for a period not to exceed 60 days after the deadline for such time period set forth in such Milestone and (B) the Administrative Agent may amend or otherwise modify any Milestone set forth in Section 5.16 to the extent such amendment or modification does not (A) materially impair the rights or interests of the Lenders as result of such amendment or

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modification or (B) release the Borrower from its obligations to satisfy such Milestone by the applicable date required Section 5.16 subject to any extensions approved in accordance with this clause (iii)). (d) Execution of Amendments, Etc. Administrative Agent may, but shall have no obligation to, with the concurrence of any Lender, execute amendments, modifications, waivers or consents on behalf of such Lender. Any waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given. No notice to or demand on any Credit Party in any case shall entitle any Credit Party to any other or further notice or demand in similar or other circumstances. Any amendment, modification, termination, waiver or consent effected in accordance with this Section 10.5 shall be binding upon each Lender at the time outstanding, each future Lender and, if signed by a Credit Party, on such Credit Party. (e) Certain Amendments, Etc. Notwithstanding the foregoing, this Agreement and the other Credit Documents may be amended (or amended and restated), modified or supplemented with the written consent of the Administrative Agent and the Borrower (a) to cure any ambiguity, omission, defect or inconsistency, so long as such amendment, modification or supplement does not adversely affect the rights of any Lender, (b) to (i) permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Credit Documents with the Loans, as applicable, and the accrued interest and fees in respect thereof, (ii) effect amendments to this Agreement and the other Credit Documents as may be necessary in the reasonable opinion of the Borrower and the Administrative Agent to effect the provisions of Section 10.5(c) to include appropriately the Lenders holding such credit facilities in any determination of the Requisite Lenders. (f) Class Voting. Any amendment, waiver or other modification of this Agreement that by its terms affects the rights or duties under this Agreement of the Lenders of one or more Classes (but not the Lenders of any other Class), including, after the Effective Date, any waiver of any condition precedent set forth in Section 3.2, may be effected by an agreement or agreements in writing entered into by the Borrower and the requisite number or percentage in interest of each affected Class of Lenders that would be required to consent thereto under this Section 10.5 if such Class of Lenders were the only Class of Lenders hereunder at the time. 10.6.

Successors and Assigns; Participations.

(a) Generally. This Agreement shall be binding upon the parties hereto and their respective successors and assigns and shall inure to the benefit of the parties hereto and the successors and assigns of Lenders. No Credit Partyâ&#x20AC;&#x2122;s rights or obligations hereunder nor any interest therein may be assigned or delegated by any Credit Party without the prior written consent of all Lenders. 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 and, to the extent expressly contemplated hereby, Affiliates of each of the Agents and Lenders and other Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement. (b) Register. Borrower, Administrative Agent and Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Loans listed therein for all purposes hereof, and no assignment or transfer of any Loan shall be effective, in each case, unless and until recorded in the Register following receipt of a fully executed Assignment Agreement effecting the assignment or transfer thereof, together with the required forms and certificates regarding tax matters and any fees payable in connection with such assignment, in each case, as provided in Section 10.6(d). Each assignment shall be recorded in the Register promptly following receipt by the

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Administrative Agent of the fully executed Assignment Agreement and all other necessary documents and approvals, prompt notice thereof shall be provided to Borrower and a copy of such Assignment Agreement shall be maintained, as applicable. The date of such recordation of a transfer shall be referred to herein as the “Assignment Effective Date.” Any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Loans. (c) Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Loans owing to it or other DIP Term Loan Obligations: (i) to any Person meeting the criteria of clause (i) of the definition of the term of “Eligible Assignee” upon giving notice to Borrower and Administrative Agent; and (ii) to any Person meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee”; provided that, such assignment shall be subject to the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed); provided, further that each such assignment pursuant to this Section 10.6(c)(ii) shall be in an aggregate amount of not less than $1,000,000 (or such lesser amount as may be agreed to by Borrower and Administrative Agent or as shall constitute the aggregate amount of the Loan of the assigning Lender). provided, however, that pro rata assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan . (d) Mechanics. Assignments and assumptions of Loans by Lenders shall be effected by manual execution and delivery to Administrative Agent of an Assignment Agreement. Assignments made pursuant to the foregoing provision shall be effective as of the Assignment Effective Date. In connection with all assignments there shall be delivered to Administrative Agent such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver pursuant to Section 2.20(c) or Section 2.20(h), together with payment to the Administrative Agent of a registration and processing fee of $3,500 (except that no such registration and processing fee shall be payable (y) in connection with an assignment by or to GCF or any Affiliate thereof or (z) in the case of an Assignee which is already a Lender or an Existing Tranche A Lender or is an affiliate or Related Fund of a Lender or a Person under common management with a Lender or any Existing Tranche A Lender). (e) Representations and Warranties of Assignee. Each Lender, upon execution and delivery hereof or upon succeeding to an interest in the Loans, as the case may be, represents and warrants as of the Effective Date or as of the Assignment Effective Date that (i) it is an Eligible Assignee; (ii) it has experience and expertise in the making of or investing in loans such as the Loans; and (iii) it will make or invest in, as the case may be, its Loans for its own account in the ordinary course and without a view to distribution of such Loans within the meaning of the Securities Act or the Exchange Act or other federal securities laws (it being understood that, subject to the provisions of this Section 10.6, the disposition of such Loans or any interests therein shall at all times remain within its exclusive control); provided that it is acknowledged and agreed that any Person meeting the criteria of clause (iii) of the definition of the term “Eligible Assignee” shall not be required to represent and warrant that (x) it has experience and expertise in the making of or investing in loans such as the Loans or (y) it will make or invest in the Loans in the ordinary course.

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(f) Effect of Assignment. Subject to the terms and conditions of this Section 10.6, as of the “Assignment Effective Date” (i) the assignee thereunder shall have the rights and obligations of a “Lender” hereunder to the extent of its interest in the Loans as reflected in the Register and shall thereafter be a party hereto and a “Lender” for all purposes hereof; (ii) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned to the assignee, relinquish its rights (other than any rights which survive the termination hereof under Section 10.8) and be released from its obligations hereunder (and, in the case of an assignment covering all or the remaining portion of an assigning Lender’s rights and obligations hereunder, such Lender shall cease to be a party hereto on the Assignment Effective Date; provided, anything contained in any of the Credit Documents to the contrary notwithstanding, such assigning Lender shall continue to be entitled to the benefit of all indemnities hereunder as specified herein with respect to matters arising out of the prior involvement of such assigning Lender as a Lender hereunder); and (iii) if any such assignment occurs after the issuance of any Note hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes to Administrative Agent for cancellation, and thereupon Borrower shall issue and deliver new Notes, if so requested by the assignee and/or assigning Lender, to such assignee and/or to such assigning Lender, with appropriate insertions, to reflect the new outstanding Loans of the assignee and/or the assigning Lender. (g)

Participations.

(i) Each Lender shall have the right at any time to sell one or more participations to any Person (other than the Borrower, any of its Subsidiaries or any of its Affiliates) in all or any part of its Loans or in any other Obligation. Each Lender that sells a participation pursuant to this Section 10.6(g) shall maintain a register on which it records the name and address of each participant and the principal amounts of each participant’s participation interest with respect to a Loan (each, a “Participant Register”). No Lender shall have any obligation to disclose all or any portion of any Participant Register to any Person (including the identity of any participating bank or other entity or any information relating to interests in any Loans or other DIP Term Loan Obligations) except to the extent that such disclosure is necessary to establish that such Loans or other DIP Term Loan Obligations are in registered form under Section 5f.103-1(c) of the 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 a participation with respect to a Loan for all purposes under this Agreement, notwithstanding any notice to the contrary. (ii) The holder of any such participation, other than an Affiliate of the Lender granting such participation, shall not be entitled to require such Lender to take or omit to take any action hereunder except with respect to any amendment, modification or waiver that would (A) extend the final scheduled maturity of any Loan or Note in which such participant is participating, or reduce the rate or extend the time of payment of interest or fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant’s participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default shall not constitute a change in the terms of such participation, and that an increase in any Loan shall be permitted without the consent of any participant if the participant’s participation is not increased as a result thereof), (B) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under this Agreement or (C) release of all or substantially all of the Collateral under the Collateral Documents or all or substantially all of the Guarantors from the Guaranty (in each case, except as expressly provided in the Credit Documents) supporting the Loans hereunder in which such participant is participating.

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Borrower agrees that each participant shall be entitled to the benefits of Sections 2.19 and 2.20 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (c) of this Section; provided, (x) a participant shall not be entitled to receive any greater payment under Section 2.19 or 2.20 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 Borrowerâ&#x20AC;&#x2122;s prior written consent and (y) a participant that would be a Non-US Lender if it were a Lender shall not be entitled to the benefits of Section 2.20 unless Borrower is notified of the participation sold to such participant and such participant agrees, for the benefit of Borrower, to comply with Section 2.20 as though it were a Lender; provided further that, except as specifically set forth in clauses (x) and (y) of this sentence, nothing herein shall require any notice to Borrower or any other Person in connection with the sale of any participation. To the extent permitted by law, each participant also shall be entitled to the benefits of Section 10.4 as though it were a Lender, provided such participant agrees to be subject to Section 2.17 as though it were a Lender. (h) Certain Other Assignments and Participations. In addition to any other assignment or participation permitted pursuant to this Section 10.6 any Lender may assign, pledge and/or grant a security interest in all or any portion of its Loans, the other DIP Term Loan Obligations owed by or to such Lender, and its Notes, if any, to secure obligations of such Lender including any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors and any operating circular issued by such Federal Reserve Bank; provided, that no Lender, as between Borrower and such Lender, shall be relieved of any of its obligations hereunder as a result of any such assignment and pledge, and provided further, that in no event shall the applicable Federal Reserve Bank, pledgee or trustee, be considered to be a â&#x20AC;&#x153;Lenderâ&#x20AC;? or be entitled to require the assigning Lender to take or omit to take any action hereunder.. 10.7. Independence of Covenants. All covenants hereunder shall be given independent effect so that if a particular action or condition is not permitted by any of such covenants, the fact that it would be permitted by an exception to, or would otherwise be within the limitations of, another covenant shall not avoid the occurrence of a Default or an Event of Default if such action is taken or condition exists. 10.8. Survival of Representations, Warranties and Agreements. All representations, warranties and agreements made herein shall survive the execution and delivery hereof. Notwithstanding anything herein or implied by law to the contrary, the agreements of each Credit Party set forth in Sections, 2.19, 2.20, 10.2, 10.3 and 10.4 and the agreements of Lenders set forth in Sections 2.17, 9.3(b) and 9.6 shall survive the payment of the Loans and the termination hereof. 10.9. No Waiver; Remedies Cumulative. No failure or delay on the part of any Agent or any Lender in the exercise of any power, right or privilege hereunder or under any other Credit Document shall impair such power, right or privilege or be construed to be a waiver of any default or acquiescence therein, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other power, right or privilege. The rights, powers and remedies given to each Agent and each Lender hereby are cumulative and shall be in addition to and independent of all rights, powers and remedies existing by virtue of any statute or rule of law or in any of the other Credit Documents. Any forbearance or failure to exercise, and any delay in exercising, any right, power or remedy hereunder shall not impair any such right, power or remedy or be construed to be a waiver thereof, nor shall it preclude the further exercise of any such right, power or remedy. 10.10. Marshaling; Payments Set Aside. Neither any Agent nor any Lender shall be under any obligation to marshal any assets in favor of any Credit Party or any other Person or against or in payment of any or all of the DIP Term Loan Obligations. To the extent that any Credit Party makes a payment or payments to Administrative Agent or Lenders (or to Administrative Agent, on behalf of Lenders), or any

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Agent or Lender enforces any security interests or exercises any right of setoff, and such payment or payments or the proceeds of such enforcement or setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, any other state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and continued in full force and effect as if such payment or payments had not been made or such enforcement or setoff had not occurred. 10.11. Severability. In case any provision in or obligation hereunder or under any other Credit Document shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. 10.12. Obligations Several; Independent Nature of Lendersâ&#x20AC;&#x2122; Rights. The obligations of Lenders hereunder are several and no Lender shall be responsible for the obligations of any other Lender hereunder. Nothing contained herein or in any other Credit Document, and no action taken by Lenders pursuant hereto or thereto, shall be deemed to constitute Lenders as a partnership, an association, a joint venture or any other kind of entity. The amounts payable at any time hereunder to each Lender shall be a separate and independent debt, and each Lender shall be entitled to protect and enforce its rights arising out hereof and it shall not be necessary for any other Lender to be joined as an additional party in any proceeding for such purpose. 10.13. Headings. Section headings herein are included herein for convenience of reference only and shall not constitute a part hereof for any other purpose or be given any substantive effect. 10.14. APPLICABLE LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER (INCLUDING, WITHOUT LIMITATION, ANY CLAIMS SOUNDING IN CONTRACT LAW OR TORT LAW ARISING OUT OF THE SUBJECT MATTER HEREOF AND ANY DETERMINATIONS WITH RESPECT TO POSTJUDGMENT INTEREST) SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK. 10.15. CONSENT TO JURISDICTION. SUBJECT TO CLAUSE (E) OF THE FOLLOWING SENTENCE, ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY PARTY ARISING OUT OF OR RELATING HERETO OR ANY OTHER CREDIT DOCUMENTS, OR ANY OF THE OBLIGATIONS, SHALL BE BROUGHT IN THE BANKRUPTCY COURT, AND IF THE BANKRUPTCY COURT DOES NOT HAVE (OR ABSTAINS FROM) JURISDICTION, NON-EXCLUSIVE JURISDICTION OF THE COURTS 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. BY EXECUTING AND DELIVERING THIS AGREEMENT, EACH CREDIT PARTY, FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, IRREVOCABLY (A) ACCEPTS GENERALLY AND UNCONDITIONALLY THE EXCLUSIVE JURISDICTION AND VENUE OF SUCH COURTS (OTHER THAN WITH RESPECT TO ACTIONS BY ANY AGENT IN RESPECT OF RIGHTS UNDER ANY SECURITY AGREEMENT GOVERNED BY A LAWS OTHER THAN THE LAWS OF THE STATE OF NEW YORK OR WITH RESPECT TO ANY COLLATERAL SUBJECT THERETO); (B) WAIVES ANY DEFENSE OF FORUM NON CONVENIENS; (C) AGREES THAT SERVICE

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OF ALL PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO THE APPLICABLE CREDIT PARTY AT ITS ADDRESS PROVIDED IN ACCORDANCE WITH SECTION 10.1; (D) AGREES THAT SERVICE AS PROVIDED IN CLAUSE (C) ABOVE IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER THE APPLICABLE CREDIT PARTY IN ANY SUCH PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT; AND (E) AGREES THAT AGENTS AND LENDERS RETAIN THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO BRING PROCEEDINGS AGAINST ANY CREDIT PARTY IN THE COURTS OF ANY OTHER JURISDICTION IN CONNECTION WITH THE EXERCISE OF ANY RIGHTS UNDER ANY SECURITY DOCUMENT OR THE ENFORCEMENT OF ANY JUDGMENT. 10.16. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING HEREUNDER OR UNDER ANY OF THE OTHER CREDIT DOCUMENTS OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS LOAN TRANSACTION OR THE LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 10.16 AND EXECUTED BY EACH OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO OR ANY OF THE OTHER CREDIT DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE LOANS MADE HEREUNDER. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT. 10.17. Confidentiality. Each Agent and each Lender shall hold all non-public information regarding Holdings, its Subsidiaries, or any direct or indirect holder of Equity Interests of Holdings, and their respective businesses, obtained by such Agent or such Lender from Holdings or its Subsidiaries or otherwise in connection with this Agreement, in accordance with such Agent’s and such Lender’s customary procedures for handling confidential information of such nature, it being understood and agreed by Borrower that, in any event, the Administrative Agent may disclose such information to the Lenders and each Agent and each Lender may make (i) disclosures of such information to Affiliates of such Lender or Agent and to their respective agents and advisors (and to other Persons authorized by a Lender or Agent to organize, present or disseminate such information in connection with disclosures otherwise made in accordance with this Section 10.17) (it being understood that the Persons to whom disclosure is made will be informed of the confidential nature of such information and instructed to keep

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such information confidential), (ii) disclosures of such information reasonably required by any bona fide or potential assignee, transferee or participant in connection with the contemplated assignment, transfer or participation of any Loans or any participations therein or by any direct or indirect contractual counterparties (or the professional advisors thereto) to any swap or derivative transaction relating to Borrower and its obligations (provided, such assignees, transferees, participants, counterparties and advisors are advised of and agree to be bound by either the provisions of this Section 10.17 or other provisions at least as restrictive as this Section 10.17), (iii) disclosure to any rating agency when required by it, provided that, prior to any disclosure, such rating agency shall undertake in writing to preserve the confidentiality of any confidential information relating to Credit Parties received by it from any Agent or any Lender, (iv) disclosures in connection with the exercise of any remedies hereunder or under any other Credit Document and (v) disclosures required or requested by any governmental agency or representative thereof or by the NAIC or pursuant to legal or judicial process; provided, unless specifically prohibited by applicable law or court order, each Lender and each Agent shall make reasonable efforts to notify Borrower of any request by any governmental agency or representative thereof (other than any such request in connection with any examination of the financial condition or other routine examination of such Lender by such governmental agency) for disclosure of any such non-public information prior to disclosure of such information. In addition, each Agent and each Lender may disclose the existence of this Agreement and the information about this Agreement to market data collectors, similar services providers to the lending industry, and service providers to the Agents and the Lenders in connection with the administration and management of this Agreement and the other Credit Documents. 10.18. Usury Savings Clause. Notwithstanding any other provision herein, the aggregate interest rate charged with respect to any of the DIP Term Loan Obligations, including all charges or fees in connection therewith deemed in the nature of interest under applicable law shall not exceed the Highest Lawful Rate. If the rate of interest (determined without regard to the preceding sentence) under this Agreement at any time exceeds the Highest Lawful Rate, the outstanding amount of the Loans made hereunder shall bear interest at the Highest Lawful Rate until the total amount of interest due hereunder equals the amount of interest which would have been due hereunder if the stated rates of interest set forth in this Agreement had at all times been in effect. In addition, if when the Loans made hereunder are repaid in full the total interest due hereunder (taking into account the increase provided for above) is less than the total amount of interest which would have been due hereunder if the stated rates of interest set forth in this Agreement had at all times been in effect, then to the extent permitted by law, Borrower shall pay to Administrative Agent an amount equal to the difference between the amount of interest paid and the amount of interest which would have been paid if the Highest Lawful Rate had at all times been in effect. Notwithstanding the foregoing, it is the intention of Lenders and Borrower to conform strictly to any applicable usury laws. Accordingly, if any Lender contracts for, charges, or receives any consideration which constitutes interest in excess of the Highest Lawful Rate, then any such excess shall be cancelled automatically and, if previously paid, shall at such Lenderâ&#x20AC;&#x2122;s option be applied to the outstanding amount of the Loans made hereunder or be refunded to Borrower. 10.19. Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. 10.20. Effectiveness; Entire Agreement. This Agreement shall become effective upon the execution of a counterpart hereof by each of the parties hereto and receipt by Borrower and Administrative Agent of written notification of such execution and authorization of delivery thereof. 10.21. PATRIOT Act. Each Lender and Administrative Agent (for itself and not on behalf of any Lender) hereby notifies each Credit Party that pursuant to the requirements of the PATRIOT Act, it is required to obtain, verify and record information that identifies each Credit Party, which information

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includes the name and address of each Credit Party and other information that will allow such Lender or Administrative Agent, as applicable, to identify such Credit Party in accordance with the PATRIOT Act. 10.22. Electronic Execution of Assignments. The words “execution,” “signed,” “signature,” and words of like import in any Assignment Agreement shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. 10.23. No Fiduciary Duty. Each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Credit Parties, their stockholders and/or their affiliates. Each Credit Party agrees that nothing in the Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Credit Party, its stockholders or its affiliates, on the other. The Credit Parties acknowledge and agree that (i) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Credit Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Credit Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Credit Party, its stockholders or its Affiliates on other matters) or any other obligation to any Credit Party except the obligations expressly set forth in the Credit Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit Party, its management, stockholders, creditors or any other Person. Each Credit Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Credit Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Party, in connection with such transaction or the process leading thereto 10.24. [Reserved]. 10.25. Collateral Matters. (a) Upon the sale, transfer or other disposition permitted under the Credit Documents or any applicable order of the Bankruptcy Court of any Collateral to a Person that is not a Credit Party, all Liens on such Collateral shall be released and terminated. (b) upon any Subsidiary ceasing to be a Subsidiary pursuant to a transaction permitted hereunder, or upon the effective date of any dissolution of any Subsidiary permitted by this Agreement, such Person shall be deemed released from the Guaranty and all Liens on assets of such Person shall be deemed released and terminated; provided that the Borrower shall deliver to the Administrative Agent and the Collateral Agent a notice thereof. Any release or termination of Liens, or any release of any Guarantor, provided for above or otherwise approved, authorized or ratified in writing by the Requisite Lenders (or such other number of Lenders as shall be required hereunder), shall take immediate effect without further action by the Administrative Agent and/or the Collateral Agent, but each of the Administrative Agent and the Collateral Agent shall, upon request of the Borrower, at the Borrower’s expense execute such documentation, filings and releases as are requested by the Borrower to evidence such release.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above. BORROWER: BCBG MAX AZRIA GROUP, LLC By: Name: Title: GUARANTORS: BCBG MAX AZRIA INTERMEDIATE HOLDINGS, LLC By: BCBG Max Azria Global Holdings, LLC By: Name: Title: MAX RAVE, LLC By: Name: Title:

MLA MULTIBRAND HOLDINGS, LLC By: Name: Title:

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GUGGENHEIM CORPORATE FUNDING, Administrative Agent and Collateral Agent By: Name: Title:

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LLC,

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LENDERS: [●], as Lender By: Name: Title:

SIGNATURE PAGE TO DEBTOR-IN-POSSESSION TERM LOAN CREDIT AND GUARANTY AGREEMENT

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APPENDIX A6 TO DEBTOR-IN-POSSESSION TERM LOAN CREDIT AND GUARANTY AGREEMENT Initial Term Loan Commitments New Lender WILSHIRE INSTITUTIONAL MASTER FUND SPC – GUGGENHEIM ALPHA SEGREGATED PORTFOLIO VERGER CAPITAL FUND LLC 5180-2 CLO LP NZC GUGGENHEIM MASTER FUND LIMITED WANAMAKER PORTFOLIO TRUST, LLC GUGGENHEIM LIFE AND ANNUITY COMPANY HERITAGE LIFE INSURANCE COMPANY MIDLAND NATIONAL LIFE INSURANCE COMPANY Total

Initial Term Loans $514,123.62 $128,346.89 $728,681.77 $4,043,119.52 $5,258,312.09 $2,353,260.39 $367137.85 $1,607,017.87 $15,000,000.00

Delayed Draw Term Loan Commitments New Lender

Delayed Draw Term Loan Commitment

WILSHIRE INSTITUTIONAL MASTER FUND SPC – GUGGENHEIM ALPHA SEGREGATED PORTFOLIO VERGER CAPITAL FUND LLC 5180-2 CLO LP NZC GUGGENHEIM MASTER FUND LIMITED WANAMAKER PORTFOLIO TRUST, LLC GUGGENHEIM LIFE AND ANNUITY COMPANY HERITAGE LIFE INSURANCE COMPANY MIDLAND NATIONAL LIFE INSURANCE COMPANY Total

$1,028,247.25 $256,693.80 $1,457,363.55 $8,086,239.03 $10,516,624.19 $4,706,520.76 $734,275.69 $3,214,035.73 $30,000,000.00

Fabric Purchase Subfacility New Lender

Delayed Draw Term Loan Commitment

Subject to confirmation by Guggenheim.

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$342,749.08 $85,564.60 $485,787.85 $2,695,413.01 $3,505,541.40 $1,568,840.26 $244,758.56 $1,071,345.24

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New Lender

Delayed Draw Term Loan Commitment $10,000,000.00

Total

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Roll-Up Loans Roll-Up Lender Midland National Life Insurance Company Midland National Life Insurance Company (ANN) North American Company for Life and Health Insurance North American Company for Life and Health Insurance (ANN) Total

Roll-Up Loans $5,000,000 $11,000,000 $4,000,000 $15,000,000 $35,000,000

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APPENDIX B TO DEBTOR-IN-POSSESSION TERM LOAN CREDIT AND GUARANTY AGREEMENT Notice Addresses BCBG MAX AZRIA INTERMEDIATE HOLDINGS, LLC BCBG MAX AZRIA GROUP, LLC BCBG Max Azria Group, LLC 2761 Fruitland Avenue Vernon, California 90058 Attention: Erica Alterwitz Meirhans and Deborah Rieger-Paganis Facsimile: (323) 277-6584 E-mail: legaldept@bcbg.com; Erica.Alterwitz-Meierhans@bcbg.com; DPaganis@alixpartners.com

Guggenheim Corporate Funding, LLC 330 Madison Avenue, 10th Floor New York, New York 10017 Attention: GI Ops Corporate Credit Telecopier: (212) 644-8396 Email: GIOpsNYCorpCreditOps@guggenheimpartners.com With a copy to (which shall not constitute notice): Guggenheim Corporate Funding, LLC 330 Madison Avenue, 10th Floor New York, New York 10017 Attn: GI Legal Facsimile: (212) 644-8107

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Schedule 8.1(f) Existing Reserves Rent and Charges Reserve; gift certificates and store credits reserves; Lease Reserves, Canadian Deficiency Reserve and a Reserve up to the full amount of the D&O Charge, the Canadian Priority Payables Reserve, and the Canadian Liquidity Reserve; any Reserve set forth in the first Borrowing Base Certificate delivered after the Petition Date; a Reserve up to the full amount of the D&O Charge; a Reserve (or action having the effect of a Reserve) that reduces availability under the Tranche A Borrowing Base in lieu of a corresponding Reserve in the Tranche A-1 Borrowing Base; and a Reserve equal to an amount not to exceed the Post-Carve Out Trigger Notice Cap. *Capitalized terms set forth on this Schedule 8.1(f) and not otherwise defined shall have the meaning set forth in the DIP ABL Loan Agreement (as in effect as of the date hereof).

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