Exhibit 4.1

Execution Version

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

This FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is entered into as of August 31, 2022 by and among

BED BATH AND BEYOND INC., a New York corporation, as the Company;

The other U.S. BORROWERS party hereto;

The CANADIAN BORROWERS party hereto (together with the Company and the U.S. Borrowers, collectively, the “Borrowers”);

The other LOAN PARTIES party hereto;

The LENDERS party hereto;

JPMORGAN CHASE BANK, N.A., as Administrative Agent; and

SIXTH STREET SPECIALTY LENDING, INC., as FILO Agent.

R E C I T A L S:

WHEREAS, the Borrowers, the other Loan Parties party thereto, the Lenders party thereto and the Administrative Agent are party to that certain Amended and Restated Credit Agreement, dated as of August 9, 2021 (as amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Existing ABL Credit Agreement”; and the Existing ABL Credit Agreement as amended by this Amendment, the “ABL Credit Agreement”);

WHEREAS, the Borrowers have requested, among other things, that (a) the FILO Term Loan Lenders extend a new tranche of “first-in, last-out” term loans in an aggregate original principal amount of $375,000,000 in connection with this Amendment to be funded on or prior to September 2, 2022 and (b) the Administrative Agent and the Required Lenders amend certain other provisions of the Existing ABL Credit Agreement;

WHEREAS, each FILO Term Loan Lender that is a signatory hereto desires to become a party to, and bound by, the terms of the ABL Credit Agreement and the other Loan Documents as a FILO Term Loan Lender and a Lender thereunder; and

WHEREAS, subject to the satisfaction (or waiver in accordance with the terms hereof) of the conditions set forth herein, (a) the FILO Term Loan Lenders have indicated their willingness to make the FILO Term Loans available and (b) the Administrative Agent and Required Lenders are willing to so amend the Existing ABL Credit Agreement, in each case, on the terms set forth herein.

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth in the ABL Credit Agreement and this Amendment, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Definitions. Capitalized terms used in this Amendment, unless otherwise defined herein, shall have the meanings ascribed to such terms in the ABL Credit Agreement.

2. Amendments to the Existing ABL Credit Agreement.

(a) Subject to the satisfaction (or waiver in accordance with the terms hereof) of the conditions set forth in Section 4 below, and in reliance upon the representations and warranties of the Loan Parties set forth in the Loan Documents and in this Amendment, the Borrowers, the other Loan Parties party hereto, the Administrative Agent, and the Lenders party hereto, as applicable, agree, effective as of the First Amendment Effective Date, that the Existing ABL Credit Agreement is hereby amended as reflected in the pages of the ABL Credit Agreement attached as Annex A hereto to delete the stricken text (indicated textually in the same manner as the following example: stricken text)) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text).

(b) Schedules to the ABL Credit Agreement.

3. Joinder of FILO Term Loan Lenders and Joinder and Appointment of FILO Agent.

(c) As of the First Amendment Effective Date, the parties hereto hereby agree and acknowledge that, by executing this Amendment, each FILO Term Loan Lender party hereto shall become a “Lender” and a “FILO Term Loan Lender” under the ABL Credit Agreement and the other Loan Documents with a FILO Term Loan Commitment as set forth on the Commitment Schedule to the ABL Credit Agreement. Each FILO Term Loan Lender (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender under the ABL Credit Agreement and the other Loan Documents, (ii) it shall (A) be bound by the provisions of the ABL Credit Agreement and the other Loan Documents as a Lender and FILO Term Loan Lender thereunder, (B) all rights under the ABL Credit Agreement and the other Loan Documents as a Lender or FILO Term Loan Lender, and shall have the obligations of a Lender and a FILO Term Loan Lender thereunder, (iii) it has received a copy of the ABL Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.01 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Amendment and become a Lender and a FILO Term Loan Lender under the ABL Credit Agreement and the other Loan Documents, and (iv) it has, independently and without reliance upon the Administrative Agent, the FILO Agent or any existing Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment and become a Lender and a FILO Term Loan Lender under the ABL Credit Agreement and the other Loan Documents; and (b) agrees that (i) it will, independently and without reliance on any of the Administrative Agent, the FILO Agent or any Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender and a FILO Term Loan Lender.

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(d) As of the First Amendment Effective Date, each FILO Term Loan Lender, on behalf of itself and any of its Affiliates that are Secured Parties irrevocably appoints Sixth Street Specialty Lending, Inc. and its successors and assigns to serve as the FILO Agent under the Loan Documents and each FILO Term Loan Lender authorizes the FILO Agent to take such actions as agent on its behalf and to exercise such powers under the ABL Credit Agreement and the other Loan Documents as are delegated to the FILO Agent under such agreements and to exercise such powers as are reasonably incidental thereto. Without limiting the foregoing, each FILO Term Loan Lender hereby authorizes the FILO Agent to execute and deliver, and to perform its obligations under, each of the Loan Documents to which the FILO Agent is a party, and to exercise all rights, powers and remedies that the FILO Agent may have under such Loan Documents.

4. Conditions to First Amendment Effective Date. The effectiveness of this Amendment is subject to the satisfaction (or waiver by the Required Lenders and the Required FILO Lenders) of each of the following conditions precedent (the date on which such conditions are satisfied being referred to herein as the “First Amendment Effective Date”):

(a) receipt by the Administrative Agent and the FILO Agent of this Amendment, duly authorized and executed by the Loan Parties, the Administrative Agent, the FILO Agent and the Lenders party hereto;

(b) receipt by the Administrative Agent and the FILO Agent of each of the following: (i) the Amended and Restated Security Agreement, duly authorized and executed by the Grantors (as defined therein) party thereto and the Administrative Agent, (ii) the Amended and Restated Canadian Security Agreement, duly authorized and executed by the Grantors (as defined therein) party thereto and the Administrative Agent, (iii) the Confirmation Agreement, duly authorized and executed by the Loan Parties party thereto and the Administrative Agent, (iv) the First Amendment Fee Letter, duly authorized and executed by the Company and the Administrative Agent and (v) each Intellectual Property Security Agreement, in each case, in form and substance reasonably acceptable to the Administrative Agent and suitable for filing in the United States Patent and Trademark Office, United Stated Copyright Office and/or Canadian Intellectual Property Office (or other applicable office or agency) and duly authorized and executed by such Loan Party and the Administrative Agent;

(c) receipt by the Administrative Agent and the FILO Agent of (i) a Borrowing Base Certificate dated as of the First Amendment Effective Date (ii) the Tiger Appraisal and the Hilco Appraisal and (iii) an executed copy of the engagement letter with Berkeley Research Group;

(d) receipt by the FILO Agent of the FILO Fee Letter, duly authorized and executed by the Company and the FILO Agent;

(e) receipt by the Administrative Agent and the FILO Agent of such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing (A) the authority of each Loan Party to enter into this Amendment and the other Loan Documents to which such Loan Party is a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which such Loan Party is a party;

(f) receipt by the Administrative Agent and the FILO Agent of copies of each Loan Party’s organization documents and such other documents and certificates as the Administrative Agent or the FILO Agent may reasonably require to evidence that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to so qualify in such jurisdiction could not reasonably be expected to have a Material Adverse Effect;

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(g) receipt by the Administrative Agent and the FILO Agent of a favorable opinion of (i) Kirkland & Ellis LLP, counsel to the Loan Parties, (ii) Genova Burns LLC, special New Jersey counsel to the Loan Parties, (iii) Waller Lansden Dortch & Davis, LLP, special Tennessee counsel to the Loan Parties, (iv) Burnet, Duckworth & Palmer LLP, special Alberta counsel to the Loan Parties, (v) Baker & McKenzie LLP, special Ontario counsel to the Loan Parties, and (vi) Farris LLP, special British Columbia counsel to the Loan Parties, in each case, addressed to the Administrative Agent, the FILO Agent and each Lender, as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent or the FILO Agent may reasonably request;

(h) receipt by the Administrative Agent and the FILO Agent of results of recent lien searches in each jurisdiction reasonably requested by the Administrative Agent or the FILO Agent, and such searches shall reveal no Liens on any of the assets of the Loan Parties except for Liens permitted by Section 6.02 of the ABL Credit Agreement;

(i) all fees payable pursuant to the First Amendment Fee Letter that are due and payable on or prior to the First Amendment Effective Date shall have been paid in full by the Borrowers in accordance with the terms thereof;

(j) receipt by the Administrative Agent, the FILO Agent and/or the Lenders, as applicable, of all fees, expenses and other amounts due and payable on or prior to the First Amendment Effective Date pursuant to this Amendment, the ABL Credit Agreement or any other Loan Document, including, to the extent invoiced no later than one (1) day prior to the First Amendment Effective Date, reimbursement or payment of all reasonable and documented out of pocket expenses (including legal fees and expenses of the Administrative Agent and the FILO Agent) required to be reimbursed or paid by the Borrowers pursuant to this Amendment, the ABL Credit Agreement or any other Loan Document; provided, however, that any such fees, expenses or other amounts due and payable to the FILO Agent may instead be paid after the First Amendment Effective Date but on or prior to the First Amendment Funding Date to the extent agreed to by the FILO Agent;

(k) the accuracy of the representations and warranties contained in Section 6 hereof;

(l) receipt by the Administrative Agent and the FILO Agent of (i) all documentation and other information regarding the Borrowers requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the Proceeds of Crime Act, at least five (5) days prior to the First Amendment Effective Date, to the extent requested in writing of the Borrowers at least five (5) days prior to the First Amendment Effective Date, and (ii) to the extent any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five (5) days prior to the First Amendment Effective Date, any Lender that has requested, in a written notice to the Borrowers at least five (5) days prior to the First Amendment Effective Date, a Beneficial Ownership Certification in relation to each Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Amendment, the condition set forth in this clause (l) shall be deemed to be satisfied);

(m) receipt by the Administrative Agent and the FILO Agent of a certificate, signed by a Financial Officer of the Company, dated as of the First Amendment Effective Date (i) stating that, except as set forth in Section 11 below, no Default has occurred and is continuing and (ii) stating that the representations and warranties contained in the Loan Documents are true and correct as of the First Amendment Effective Date;

(n) receipt by the Administrative Agent and the FILO Agent of a solvency certificate signed by a Financial Officer of the Company, dated as of the First Amendment Effective Date; and

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(o) subject to those items explicitly identified in Schedule 5.15 to the ABL Credit Agreement, each document (including any UCC or PPSA financing statement) required by the Collateral Documents or under law or reasonably requested by the Administrative Agent or the FILO Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of itself, the applicable Lenders and the other Secured Parties, a perfected Lien on the Collateral described therein, in accordance with this Amendment, the ABL Credit Agreement and the other Loan Documents, and shall be in proper form for filing, registration or recordation.

5. Conditions to First Amendment Funding Date. The effectiveness of the First Amendment Funding Date is subject to the satisfaction (or waiver by the Required FILO Lenders and, with respect to clause (e) below, the Required Lenders) of each of the following conditions precedent (the date on which such conditions are satisfied being referred to herein as the “First Amendment Funding Date”):

(a) all fees payable pursuant to the FILO Fee Letter that are due and payable on or prior to the First Amendment Funding Date shall have been or will be paid in full by the Borrowers in accordance with the terms thereof;

(b) receipt by the FILO Agent of a written Borrowing Request for a FILO Term Loan Borrowing in accordance with Section 2.03 of the ABL Credit Agreement;

(c) the accuracy of the representations and warranties contained in Section 6 hereof;

(d) receipt by the FILO Agent of a solvency certificate signed by a Financial Officer of the Company, dated as of the First Amendment Funding Date; and

(e) after giving effect to the transactions contemplated by the First Amendment including the transactions contemplated to occur on the First Amendment Funding Date, the sum of (i) cash and cash equivalents of the Company and its Subsidiaries and (ii) Availability shall not be less than $775,000,000.

6. Representations and Warranties. To induce the Administrative Agent, the FILO Agent and the Lenders party hereto to enter into this Amendment, each Loan Party represents and warrants to the Administrative Agent, the FILO Agent and such Lenders that, immediately prior to and immediately after giving effect to this Amendment, and on the First Amendment Funding Date, immediately prior to and immediately after giving effect to the First Amendment Funding Date:

(a) Except as set forth in Section 11 below, no Default or Event of Default has occurred and is continuing or would immediately result from the consummation of the transactions contemplated by this Amendment;

(b) all representations and warranties contained in the ABL Credit Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the First Amendment Effective Date and the First Amendment Funding Date with the same effect as though such representations and warranties had been made on the First Amendment Effective Date or the First Amendment Funding Date, as applicable (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (without duplication of any materiality qualifiers set forth therein) as of such earlier date);

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(c) each Loan Party has the power and authority, and the legal right, to make, deliver and perform under this Amendment, the ABL Credit Agreement, and other Loan Documents executed as of the date hereof to which it is a party; and each Loan Party has taken all necessary organizational action to authorize the execution, delivery and performance of this Amendment, the ABL Credit Agreement and other Loan Documents executed as of the date hereof to which it is a party. This Amendment has been duly executed and delivered on behalf of each Loan Party party hereto. This Amendment, the ABL Credit Agreement and each other Loan Document executed as of the date hereof constitutes, a legal, valid and binding obligation of each Loan Party party hereto or thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law);

(d) no governmental approval or consent or authorization of, filing with, notice to or other act by or in respect of, any other Person is required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Amendment, the ABL Credit Agreement or any other Loan Document executed as of the date hereof, except such governmental approvals, consents, authorizations, filings and notices that have been obtained or made and are in full force and effect; and

(e) the execution, delivery and performance of this Amendment, the ABL Credit Agreement or any other Loan Document executed as of the date hereof (i) will not violate any Requirement of Law applicable to any Loan Party or any Subsidiary, (ii) will not violate or result in a default under any indenture (including the indenture governing the Senior Notes), or other material agreement or instrument binding upon any Loan Party or any Subsidiary or the assets of any Loan Party or any Subsidiary, or give rise to a right thereunder to require any payment to be made by any Loan Party or any Subsidiary, and (iii) will not result in the creation or imposition of, or the requirement to create, any Lien on any asset of any Loan Party or any Subsidiary (including Liens securing the Senior Notes), except Liens created pursuant to the Loan Documents.

7. Loan Document. This Amendment shall be deemed to be a Loan Document as defined in the ABL Credit Agreement.

8. Severability. In the event any one or more of the provisions contained in this Amendment or in any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

9. References. Any reference to the Existing ABL Credit Agreement contained in any other document, instrument or agreement executed in connection with the Existing ABL Credit Agreement, including, without limitation, any Loan Document, shall be deemed to be a reference to the ABL Credit Agreement.

10. Counterparts. This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original but all of which when taken together shall constitute a single contract, and shall become effective as provided in Section 9.06 of the ABL Credit Agreement. Delivery of an executed signature page to this Amendment by facsimile transmission or other electronic means shall be as effective as delivery of a manually signed counterpart of this Amendment.

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11. Waiver of Certain Defaults. Certain Defaults and Events of Default may have occurred and may be continuing under the Credit Agreement in respect of (a) Section 5.15 of the Existing ABL Credit Agreement as a result of the Loan Parties’ failure to deliver to the Administrative Agent Deposit Account Control Agreements or Securities Account Control Agreements within thirty (30) days of the effective date of the Existing ABL Credit Agreement pursuant to Schedule 5.15 of the Existing ABL Credit Agreement and (b) Section 5.07(c) of the Existing ABL Credit Agreement as a result of the Loan Parties’ failure to comply with the covenant set forth in Section 5.07(c) of the Credit Agreement (collectively, the “Existing Defaults”). The Administrative Agent and the Required Lenders hereby agree to waive the Existing Defaults. Except as set forth in this Section 10, nothing contained herein shall be deemed or construed to constitute a waiver of any Default or Event of Default that has occurred or exists under the Existing ABL Credit Agreement (and as amended by this Amendment) or any of the other Loan Documents, a waiver of any Default or Event of Default that hereafter may occur under the ABL Credit Agreement or any of the other Loan Documents, a waiver of compliance with any term or condition contained in the ABL Credit Agreement or any of the other Loan Documents or constitute a course of conduct or dealing among the parties hereto and to the ABL Credit Agreement. Except as expressly set forth herein, the Administrative Agent, the FILO Agent and the Lenders reserve all rights, privileges and remedies under the Loan Documents. Except as amended hereby, the Existing ABL Credit Agreement and other Loan Documents remain unmodified and in full force and effect.

12. Reaffirmation. Each Loan Party, as a debtor, grantor, pledgor, guarantor or assignor, or in any similar capacity in which it has granted Liens or acted as a Guarantor, as the case may be, hereby ratifies, confirms and reaffirms its liabilities, its payment and performance obligations (contingent or otherwise) and its agreements under the ABL Credit Agreement and the other Loan Documents to the extent such Loan Party is a party thereto, all as amended by this Amendment, and the Liens and security interests granted, created and perfected thereby, and acknowledges that other than as specifically set forth herein, none of the Administrative Agent, the FILO Agent or any Lender waives, diminishes or limits any term or condition contained in the ABL Credit Agreement or any other Loan Document. This Amendment contains the entire agreement among the parties hereto contemplated by this Amendment. The Loan Parties confirm and agree that the Existing ABL Credit Agreement and the other Loan Documents and each and every covenant, condition, obligation and provision set forth therein and as amended hereby are, and shall continue to be, in full force and effect and are hereby confirmed, reaffirmed and ratified in all respects.

13. Successors and Assigns. The provisions of this Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided that the Borrowers and the other Loan Parties may not assign or otherwise transfer any of their respective rights or obligations hereunder. Notwithstanding any notice or consent requirement in the ABL Credit Agreement to the contrary, each of the parties hereto hereby consents to any assignment by MUFG Union Bank, N.A. of its Commitments and Loans to its Affiliate, MUFG Bank, Ltd., which assignment shall otherwise be documented in accordance with the terms hereof.

14. Further Assurance. Each of the Loan Parties hereby agrees from time to time, as and when reasonably requested by the Administrative Agent or Lenders, to execute and deliver or cause to be executed and delivered, all such documents, instruments and agreements and to take or cause to be taken such further or other action as the Administrative Agent or Lenders may reasonably deem necessary or desirable in order to carry out the intent and purposes of this Amendment, the ABL Credit Agreement and the other Loan Documents in each case in accordance with the ABL Credit Agreement.

15. GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY TRIAL. The terms and provisions of Sections 9.09 and 9.10 of the ABL Credit Agreement are incorporated herein by reference and shall apply to this Amendment, mutatis mutandis.

[signature page follows]

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IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date set forth above.

[Signature Page to First Amendment to Amended and Restated Credit Agreement]

[Signature Page to First Amendment to Amended and Restated Credit Agreement]

[Signature Page to First Amendment to Amended and Restated Credit Agreement]

[Signature Page to First Amendment to Amended and Restated Credit Agreement]

[Signature Page to First Amendment to Amended and Restated Credit Agreement]

[Signature Page to First Amendment to Amended and Restated Credit Agreement]

[Signature Page to First Amendment to Amended and Restated Credit Agreement]

[Signature Page to First Amendment to Amended and Restated Credit Agreement]

[Signature Page to First Amendment to Amended and Restated Credit Agreement]

[Signature Page to First Amendment to Amended and Restated Credit Agreement]

[Signature Page to First Amendment to Amended and Restated Credit Agreement]

ANNEX A

ABL Credit Agreement

[See attached]

EXECUTION VERSIONExecution Version

AMENDED AND RESTATED CREDIT AGREEMENT

dated as of

August 9, 2021

among

BED BATH & BEYOND INC.,

as the Company

The Other U.S. Borrowers Party Hereto

The Canadian Borrowers Party Hereto

The Other Loan Parties Party Hereto

The Lenders Party Hereto

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent,

SIXTH STREET SPECIALTY LENDING, INC., as FILO Agent,

PNC BANK, NATIONAL ASSOCIATION,

and

WELLS FARGO BANK, NATIONAL ASSOCIATION

as Syndication Agents

BANK OF MONTREAL, BANK OF AMERICA, N.A., MUFG UNION BANK, N.A.,

TD BANK, N.A., CAPITAL ONE, NATIONAL ASSOCIATION, and TRUIST BANK,

as Documentation Agents

JPMORGAN CHASE BANK, N.A., PNC CAPITAL MARKETS LLC,

WELLS FARGO BANK, NATIONAL ASSOCIATION, BMO CAPITAL MARKETS, BANK OF

AMERICA, N.A., MUFG UNION BANK, N.A. and TD BANK, N.A.,

as Joint Bookrunners and Joint Lead Arrangers

ASSET BASED LENDING

TABLE OF CONTENTS

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AMENDED AND RESTATED CREDIT AGREEMENT dated as of August 9, 2021 (as it may be amended or modified from time to time, this “Agreement”) among BED BATH AND &BEYOND INC., as the Company, the other U.S. Borrowers party hereto, the Canadian Borrowers party hereto, the other Loan Parties party hereto, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent and SIXTH STREET SPECIALTY LENDING, INC., as FILO Agent.

The parties hereto agree as follows:

ARTICLE I

Definitions

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

“2024 Senior Notes” means 3.749% Senior Notes due August 1, 2024.

“2024 Senior Notes Maturity Date” means August 1, 2024.

“2024 Senior Notes Payables” has the meaning specified therefor in the definition of FILO Maturity Date.

“2024 Senior Notes Reserve” means at any time commencing on the date that is 91 days prior to the 2024 Senior Notes Maturity Date, an amount equal to the lesser of (x) $100,000,000 and (y) the 2024 Senior Notes Payables.

“ABL Assets” means:

(a) Accounts and Credit Card Receivables;

(b) Inventory;

(c) (x) cash and cash equivalents, (y) Deposit Accounts and all cash, checks, other negotiable instruments, funds and other evidences of payments held therein or credited thereto and (z) Securities Accounts and all cash, cash equivalents, financial assets and securities held therein or credited thereto and securities entitlements related thereto, in each case, excluding the identifiable proceeds of Specified Collateral;

(d) all Intellectual Property;

(e) (d) to the extent evidencing or governing any of the items referred to in the preceding clauses (a) through (cd ), all Chattel Paper (including Chattel Paper and Electronic Chattel Paper), Documents, General Intangibles, Goods (including, without limitation, Equipment), Instruments, Investment Property, cash or cash equivalents, letters of credit, Letter-of-Credit Rights and Commercial Tort Claims;

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(f) (e) to the extent evidencing or governing any of the items referred to in the preceding clauses (a) through (de), all Supporting Obligations;

(g) (f) all books, records and information relating to the foregoing (including without limitation all books, records, information, databases and customer lists, whether tangible or electronic, that contain any information relating to any of the foregoing); and

(h) (g) all accessions to, substitutions for, and replacements, Proceeds (including insurance proceeds) and products of the foregoing, together with all collateral security, guarantees and rights and remedies with respect to any of the foregoing Collateral described in the preceding clauses (a) through (f);

provided, that in connection with Indebtedness secured by Liens on Non-ABL Assets permitted hereunder, ABL Assets may exclude certain of the foregoing assets solely to the extent constituting proceeds of Non-ABL Assets (or Deposit Accounts and/or Securities Accounts holding solely the proceeds of any sale or disposition of Non-ABL Assets). Capitalized terms used in this definition but not otherwise defined in this Agreement shall have the meanings assigned to such terms in the UCC or the PPSA, as applicable.

“ABR”, when used in reference to (a) a rate of interest, refers to the Alternate Base Rate, and (b) any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, bear interest at a rate determined by reference to the Alternate Base Rate.

“Acceptable Appraisals” mean, collectively, an Acceptable Inventory Appraisal and an Acceptable IP Appraisal.

“Acceptable Appraiser” means any third-party appraiser acceptable to the Administrative Agent and the FILO Agent, each in its Permitted Discretion, and reasonably acceptable to the Borrower.

“Acceptable Inventory Appraisal” means, with respect to the Inventory of any Person, an appraisal or updates thereof, in a form and on a basis acceptable to the Administrative Agent and the FILO Agent, each in its Permitted Discretion, prepared by an Acceptable Appraiser; provided that the Borrower shall have the right to review and comment on any draft appraisal prior to the finalization of such appraisal. The Tiger Appraisal shall be deemed to be an Acceptable Inventory Appraisal.

“Acceptable IP Appraisal” means, with respect to the Intellectual Property of any Person, an appraisal or updates thereof, in a form and on a basis acceptable to the Administrative Agent and the FILO Agent, each in its Permitted Discretion, prepared by an Acceptable Appraiser; provided that the Borrower shall have the right to review and comment on any draft appraisal prior to the finalization of such appraisal. The Hilco Appraisal shall be deemed to be an Acceptable IP Appraisal.

“Account” has the meaning assigned to such term in the UCC or the PPSA, as applicable.

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

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“Acquisition” means any transaction, or any series of related transactions, consummated on or after the Restatement Effective Date, by which any Loan Party (a) acquires any going business or all or substantially all of the assets of any Person, whether through purchase of assets, merger, consolidation, amalgamation or otherwise or (b) directly or indirectly acquires (in one transaction or as the most recent transaction in a series of transactions) at least a majority (in number of votes) of the Equity Interests of a Person which has ordinary voting power for the election of directors or other similar management personnel of a Person (other than Equity Interests having such power only by reason of the happening of a contingency) or a majority of the outstanding Equity Interests of a Person.

“Adjusted LIBOTerm SOFR Rate” means, with respect to any Eurodollar Borrowing for purposes of any Interest Period or for any ABR Borrowing, an interestcalculation, a rate per annum (rounded upwards, if necessary, to the next 1/100 of 1%) equal to (a) the LIBOTerm SOFR Rate for such Interest Period multiplied by (b) the Statutory Reserve Ratecalculation, plus (b)(i) with respect to Revolving Loans, 0.10%; and (ii) with respect to FILO Term Loans, 0.15%; provided, that if the Adjusted Term SOFR Rate as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor.

“Administrative Agent” means JPMorgan Chase Bank, N.A., in its capacity as administrative agent for the Lenders hereunder or, as applicable, such branches or affiliates of JPMorgan Chase Bank, N.A. as it shall from time to time designate for the purpose of performing its obligations hereunder in such capacities. References to the “Administrative Agent” shall include any branch or affiliate of JPMorgan Chase Bank, N.A. designated by JPMorgan Chase Bank, N.A. for the purpose of performing its obligations in such capacity.

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

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

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

“Agent” means the Administrative Agent and the FILO Agent or any one of them as the context requires.

“Agent Indemnitee” has the meaning assigned to it in Section 9.03(c).

“Agreement Among Lenders” has the meaning assigned to it in Section 9.23.

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

“Aggregate FILO Term Loan Exposure” means, at any time, the aggregate FILO Term Loan Exposure of all the Lenders at such time.

“Aggregate Revolving Commitment” means, at any time, the aggregate of the Revolving Commitments of all of the Lenders, as increased or reduced from time to time pursuant to the terms and conditions hereof. As of the Restatement Effective Date, the Aggregate Revolving Commitment is $1,000,000,000. As of the First Amendment Effective Date, the Aggregate Revolving Commitment is $1,130,000,000.

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“Aggregate Revolving Exposure” means, at any time, the aggregate Revolving Exposure of all the Lenders at such time.

“Agreed Currency” means (i) Dollars or (ii) Canadian Dollars.

“Alternate Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the NYFRB Rate in effect on such day plus ¹⁄₂ of 1% and (c) the Adjusted LIBOTerm SOFR Rate for a one month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1%, provided that, for the purpose of this definition, the Adjusted LIBO Rate for any day shall be based on the LIBO Screen Rate (or if the LIBO Screen Rate is not available for such one month Interest Period, the Interpolated Rate) at approximately 11:00 a.m. London time onas published two (2) U.S. Government Securities Business Days prior to such day plus 1%. Any change in the Alternate Base RateABR due to a change in the Prime Rate, the NYFRB Rate or the Adjusted LIBO RateTerm SOFR shall be effective from and including the effective date of such change in the Prime Rate, the NYFRB Rate or the Adjusted LIBO RateTerm SOFR, respectively. If the Alternate Base Rate is being used as an alternate rate of interest pursuant to Section 2.14 (for the avoidance of doubt, only until the Benchmark Replacement has been determined pursuant to Section 2.14(b)), then the Alternate Base Rate shall be the greater of clause (a) and (b) above and shall be determined without reference to clause (c) above. For the avoidance of doubt, (i) for the Obligations (other than FILO Obligations), if the Alternate Base Rate as determined pursuant to the foregoing would be less than 1.00%, such rate shall be deemed to be 1.00% for purposes of this Agreement and (ii) for the FILO Obligations, if the Alternate Base Rate as determined pursuant to the foregoing would be less than 2.00%, such rate shall be deemed to be 2.00% for purposes of this Agreement.

“AML Legislation” has the meaning assigned to it in Section 9.22.

“Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to any Borrower or any of its Subsidiaries from time to time concerning or relating to bribery or corruption.

“Applicable Parties” has the meaning assigned to it in Section 8.03(c).

“Applicable Percentage” means, with respect to any Lender, (a) with respect to Revolving Loans, LC Exposure, Revolving Protective Advances or Swingline Loans, a percentage equal to a fraction the numerator of which is such Lender’s Revolving Commitment and the denominator of which is the Aggregate Revolving Commitment (provided that, if the Aggregate Revolving Commitments have terminated or expired, the Applicable Percentages shall be determined based upon such Lender’s share of the Aggregate Revolving Exposure at that time) and, (b) with respect to Protective Advances or with respect to the Aggregate Credit Exposure, a percentage based upon its share of the Aggregate Credit Exposure (with the Swingline Exposure of each Lender calculated assuming that all of the Lenders have funded their participations in all Swingline Loans outstanding at such time) and the unused Aggregate Revolving Commitments and (c) with respect to FILO Term Loans, such Lender’s share of the Aggregate FILO Term Loan Exposure at that time; provided that, in accordance with Section 2.20, so long as any Lender shall be a Defaulting Lender, such Defaulting Lender’s Revolving Commitment or FILO Term Loans, as applicable, shall be disregarded in the calculations under clauses (a)  and, (b) or (c) above.

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“Applicable Rate” means the following:

(a) For any day, with respect to any Loan other than a FILO Term Loan, the applicable rate per annum set forth below under the caption “Revolver ABR or Canadian Prime Spread”, or “Revolver EurodollarTerm SOFR or CDOR Spread”, as the case may be, based upon the Average Quarterly Availability during the most recently ended fFiscal qQuarter of the Company; provided that the “Applicable Rate” shall be the applicable rates per annum set forth below in Category 13 during the period from the RestatementFirst Amendment Effective Date to, and including, the last day of the first fiscal quarterFiscal Quarter end of the Company occurring after the Restatement Effective Dateon or around February 28, 2023:

For purposes of the foregoing, each change in the Applicable Rate resulting from a change in Average Quarterly Availability shall be effective during the period commencing on and including the first day of each fFiscal qQuarter of the Company (each such date, a “Quarterly Adjustment Date”; provided, for the avoidance of doubt, from and after the First Amendment Effective Date, the first such Quarterly Adjustment Date shall occur on the first Quarterly Adjustment Date following the Fiscal Quarter end of the Company occurring on or around February 28, 2023) and ending on the last day of such fFiscal qQuarter, it being understood and agreed that, for purposes of determining the Applicable Rate on applicable Quarterly Adjustment Date, the Average Quarterly Availability during the most recently ended fFiscal qQuarter of the Company shall be used. Notwithstanding the foregoing, the Average Quarterly Availability shall be deemed to be in Category 3 if the Borrowers fail to deliver any Borrowing Base Certificate or related information required to be delivered by them pursuant to Section 5.01, during the period from the expiration of the time for delivery thereof until the next Business Day after each such Borrowing Base Certificate and related information is so delivered.

(b) For any day, with respect to the commitment fees payable pursuant to Section 2.12(a) hereunder, the applicable rate per annum set forth below under the caption “Commitment Fee Rate”, based upon the Average Quarterly Usage during the most recently ended fFiscal qQuarter of the Company; provided that the “Applicable Rate” shall be the applicable rates per annum set forth below in Category 1 during the period from the Restatement Effective Date to, and including, the last day of the first fFiscal qQuarter end of the Company occurring after the Restatement Effective Date:

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For purposes of the foregoing table in this clause (b), the Applicable Rate shall be determined as of the last day of any fFiscal qQuarter of the Company and shall be effective during the quarterly period commencing on the Quarterly Adjustment Date.

(c) For any day, with respect to any FILO Term Loan, (i) for ABR Borrowings, 6.75% and (ii) for Term Benchmark Borrowings, 7.75%.

“Approved Electronic Platform” has the meaning assigned to it in Section 8.03(a).

“Approved Fund” has the meaning assigned to such term in Section 9.04.

“Arranger” means each of JPMorgan Chase Bank, N.A., PNC Capital Markets LLC, Wells Fargo Bank, National Association, BMO Capital Markets, Bank of America, N.A., MUFG Union Bank, N.A. and TD Bank, N.A., in its capacity as joint bookrunner and joint lead arranger hereunder.

“Assignment and Assumption” means an assignment and assumption agreement entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.04), and accepted by the Administrative Agent (or, with respect to any assignment of any FILO Term Loans, the FILO Agent), in the form of Exhibit A or any other form (including electronic records generated by the use of an electronic platform) approved by the Administrative Agent (or, with respect to any assignment of any FILO Term Loans, the FILO Agent).

“Audit Exception Period” has the meaning assigned to such term in Section 5.01(a).

“Availability” means, at any time, an amount equal to (a) the lesser of (i) the Aggregate Revolving Commitment and (ii) the Revolving Borrowing Base minus (b) the Aggregate Revolving Exposure (which, solely for purposes of determining the Applicable Rate, shall exclude Revolving Protective Advances), all as determined by the Administrative Agent in its Permitted Discretion.

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

“Available Revolving Commitment” means, at any time, the Aggregate Revolving Commitment minus the Aggregate Revolving Exposure.

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“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark for any Agreed Currency, as applicable, any tenor for such Benchmark (or component thereof) or payment period for interest calculated with reference to such Benchmark (or component thereof), as applicable, that is or may be used for determining the length of an Interest Period for any term rate or otherwise, for determining any frequency of making payments of interest calculated pursuant to this Agreement as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to clause (ge) of Section 2.14.

“Average Quarterly Availability” means, for any fFiscal qQuarter of the Company, an amount equal to the average daily Availability during such fFiscal qQuarter, as determined by the Administrative Agent’s system of records; provided, that in order to determine Availability on any day for purposes of this definition, each Borrower’s Revolving Borrowing Base for such day shall be determined by reference to the most recent Borrowing Base Certificate delivered to the Administrative Agent pursuant to Section 4.01(j) or 5.01, as applicable, as of such day.

“Average Quarterly Usage” means, in determining the Available Revolving Commitment for purposes of computing the commitment fee described in Section 2.12(a) for any fFiscal qQuarter of the Company, an amount equal to the average daily Aggregate Revolving Exposure during such quarter.

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

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

“Bank Act Security” means security provided pursuant to s. 427 of the Bank Act (Canada).

“Banking Services” means each and any of the following bank services provided to the Company or any of its Subsidiaries by any Lender or any of its Affiliates: (a) credit cards for commercial customers (including, without limitation, “commercial credit cards” and purchasing cards), (b) stored value cards, (c) merchant processing services, (d) supply chain finance services including, without limitation, trade payable services and supplier accounts receivable purchases (“Supply Chain Finance Services”), (e) treasury management services (including, without limitation, controlled disbursement, automated clearinghouse transactions, return items, any direct debit scheme or arrangement, overdrafts, cash pooling services, and interstate depository network services) (“Treasury Services”).

“Banking Services Obligations” means any and all obligations of the Company and its Subsidiaries, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor) in connection with Banking Services.

“Banking Services Reserves” means all Reserves which the Administrative Agent from time to time establishes in its Permitted Discretion for Banking Services then provided or outstanding.

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“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect, or any successor statute.

“Bankruptcy Event “ means, with respect to any Person, when such Person files a petition or application seeking relief under any applicable insolvency law or when such Person becomes the subject of a voluntary or involuntary bankruptcy or insolvency proceeding or proposal, or has had a receiver, interim receiver, receiver and manager, monitor, liquidator, sequestrator, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business, appointed for it, or, in the good faith determination of the Administrative Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment or has had any order for relief in such proceeding entered in respect thereof, provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority or instrumentality thereof, unless such ownership interest results in or provides such Person with immunity from the jurisdiction of courts within the U.S., Canada or any other applicable jurisdiction or from the enforcement of judgments or writs of attachment on its assets or permits such Person (or such Governmental Authority or instrumentality), to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.

“Benchmark” means, initially, with respect to any Loan in any Agreed Currency, the applicable Relevant Rate for such Loan in such Agreed Currency; provided that if a Benchmark Transition Event, a Term SOFR Transition Event, an Early Opt-in Election, or an Other Benchmark Rate Election, as applicable, and itsthe related Benchmark Replacement Date have occurred with respect to the applicable Relevant Rate or the then-current Benchmark for such Agreed Currency, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to clause (c) or clause (db) of Section 2.14.

“Benchmark Replacement” means, forwith respect to any Available TenorBenchmark Transition Event, the first alternative set forth in the order below that can be determined by the Administrative Agent for the applicable Benchmark Replacement Date; provided that, in the case of any Loan denominated in Canadian Dollars or in the case of an Other Benchmark Rate Election, “Benchmark Replacement” shall mean the alternative set forth in (32) below:

(1) in the case of (a)  any Revolving Loan denominated in Dollars, the sum of: (i) Daily Simple SOFR and (aii) Termthe related Benchmark Replacement Adjustment or (b) any FILO Term Loans denominated in Dollars, the sum of (i) Daily Simple SOFR and (bii) the greater of (A) 0.15% (15 basis points) and (B) the related Benchmark Replacement Adjustment,; or

(2) in the case of any Loan denominated in Dollars, the sum of (a) Daily Simple SOFR and (b) the related Benchmark Replacement Adjustment,

(3) (2) the sum of: (a) the alternate benchmark rate that has been selected by the Administrative Agent and the Company as the replacement for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for syndicated credit facilities denominated in the applicable Agreed Currency at such time and (b) the related Benchmark Replacement Adjustment;

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

If the Benchmark Replacement as determined pursuant to clause (1), (2) or ( 32) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.

“Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement for any applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement:

(1) for purposes of clauses (1) and (2) of the definition of “Benchmark Replacement,” the first alternative set forth in the order below that can be determined by the Administrative Agent:

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

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

(2) for purposes of clause (3) of the definition of “Benchmark Replacement,” the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Company for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement Date and/or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for syndicated credit facilities denominated in the applicable Agreed Currency at such time;

provided that, in the case of clause (1) above, such adjustment is displayed on a screen or other information service that publishes such Benchmark Replacement Adjustment from time to time as selected by the Administrative Agent in its reasonable discretion.

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“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement and/or any Term Benchmark Loan, any technical, administrative or operational changes (including changes to the definition of “Alternate Base Rate” or “Canadian Prime Rate,” the definition of “Business Day”, the definition of “U.S. Government Securities Business Day”, the definition of “Interest Period,” timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational matters) that the Administrative Agent decides in its reasonable discretion may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of such Benchmark Replacement exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).

“Benchmark Replacement Date” means, with respect to any Benchmark, the earliest to occur of the following events with respect to such then-current Benchmark:

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

(2) in the case of clause (3) of the definition of “Benchmark Transition Event,” the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be no longer representative; provided, that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (c) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date;

(3) in the case of a Term SOFR Transition Event, the date that is thirty (30) days after the date a Term SOFR Notice is provided to the Lenders and the Company pursuant to Section 2.14(d); or

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

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

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“Benchmark Transition Event” means, with respect to any Benchmark, the occurrence of one or more of the following events with respect to such then-current Benchmark:

(1) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);

(2) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the NYFRB, the CME Term SOFR Administrator, the Bank of Canada, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component), in each case, or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), in each case which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or

(3) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are no longer, or as of a specified future date will no longer be, representative.

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

“Benchmark Unavailability Period” means, with respect to any Benchmark, the period (if any) (x) beginning at the time that a Benchmark Replacement Date pursuant to clauses (1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.14 and (y) ending at the time that a Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.14.

“Beneficial Ownership Certification” means a certification regarding beneficial ownership or control as required by the Beneficial Ownership Regulation.

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

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

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

“Borrower” means a U.S. Borrower or a Canadian Borrower, and “Borrowers” means all such Persons collectively; provided, that solely for purposes of funding the FILO Term Loan, “Borrower” shall mean a U.S. Borrower, and “Borrowers” means all U.S. Borrowers collectively.

“BIA” means the Bankruptcy and Insolvency Act (Canada), as amended.

“Borrower Representative” has the meaning assigned to such term in Section 11.01.

“Borrowing” means (a) Revolving Loans of the same Type, made, converted or continued on the same date and, in the case of Eurodollar Loans or CDORTerm Benchmark Loans, as to which a single Interest Period is in effect, (b) a Swingline Loan and, (c) a Protective Advance and (d) the borrowing consisting of the FILO Term Loans made by the FILO Term Loan Lenders as provided in Section 2.01(b).

“Borrowing Base” means, the sum of:

(i) 90% of the Loan Parties’ Eligible Credit Card Receivables at such time, plus

(ii) 90% multiplied by the Net Orderly Liquidation Value percentage identified in the most recent inventory appraisal ordered by the Administrative Agent multiplied by the Loan Parties’ Eligible Inventory, valued at the lower of cost or market value, determined on a weighted average cost basis, minus

(iii) Reserves;

The Administrative Agent may, in its Permitted Discretion, adjust Reserves in accordance with the definition of Reserves.

“Borrowing Base Certificate” means a certificate, signed and certified as accurate and complete by a Financial Officer of the Borrower Representative, in substantially the form of Exhibit C or another form which is acceptable to the Administrative Agent and the FILO Agent, each in its sole discretion.

“Borrowing Request” means a request by the Borrower Representative for a Borrowing in accordance with Section 2.03 in substantially the form attached hereto as Exhibit G.

“BRG” means Berkeley Research Group, LLC, and its affiliates.

“Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed; provided that, (a) when used in connection with a Eurodollar Loan, referencing the termAdjusted Term SOFR Rate and any interest rate settings, fundings, disbursements settlements or payments of any such Loans referencing the Adjusted Term SOFR Rate or any other dealings of such Loans referencing the Adjusted Term SOFR Rate, a “Business Day” shall also excludebe any such day on which banks are not open for general business in Londonthat is only a U.S. Government Securities Business Day, and (b) when used in connection with a Loan (including a Swingline Loan) to a Canadian Borrower (whether or not denominated in Canadian Dollars), the term “Business Day” shall also exclude any day on which banks are authorized or required by law to remain closed in Toronto.

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“Canada” means the country of Canada and any province or territory thereof.

“Canadian Benefit Plan” means any material plan, fund, program, or policy, whether funded or unfunded, insured or uninsured, providing employee benefits, including such medical, hospital care, dental, sickness, accident, disability, life insurance, retirement or savings benefits, under which any Loan Party or any Subsidiary of any Loan Party has any liability with respect to any employee or former employee, but excluding any Canadian Pension Plans and excluding any stock option or share purchase plan that is an employee benefit plan that is required to be registered under any applicable Canadian federal or provincial employee benefit legislation, whether or not registered under any such laws, which is, or has been, maintained or contributed to by, or to which there is or may be an obligation to contribute by, a Loan Party or Subsidiary operating in Canada in respect of any Person’s employment in Canada with such Loan Party or Subsidiary.

“Canadian Blocked Person” means any Person that is a “politically exposed foreign person” or “terrorist group” whose property or interests in property are blocked or similar person whose property or interests in property are blocked or subject to blocking pursuant to, or as described in, any Canadian Economic Sanctions and Export Control Laws.

“Canadian Borrower” means Bed Bath & Beyond Canada L.P., an Ontario limited partnership, and each other Canadian Subsidiary of the Company that joins this Agreement as a Borrower in accordance with the terms hereof (in each case, unless removed as a Borrower in accordance with the terms hereof), and “Canadian Borrowers” means all of them.

“Canadian Collateral Documents” means, collectively, the Canadian Security Agreement, each Intellectual Property Security Agreement with respect to Intellectual Property of the Canadian Loan Parties or the U.S. Loan Parties and any other agreements, instruments and documents executed in connection with this Agreement that are intended to create, perfect or evidence Liens in favor of the Administrative Agent to secure the Secured Obligations.

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

“Canadian Dollars” and “Cdn$” means dollars in the lawful currency of Canada.

“Canadian Economic Sanctions and Export Control Laws” means any Canadian laws, regulations or orders governing transactions in controlled goods or technologies or dealings with countries, entities, organizations, or individuals subject to economic sanctions and similar measures, including the Special Economic Measures Act (Canada), the United Nations Act, (Canada), the Freezing Assets of Corrupt Foreign Officials Act (Canada), Part II.1 of the Criminal Code, (Canada) and the Export and Import Permits Act (Canada), and any related regulations.

“Canadian Loan Parties” means, collectively, the Canadian Borrowers, BBB Canada Ltd., a Canadian federal company and any other Canadian Subsidiary of the Company that becomes a party to this Agreement pursuant to a Joinder Agreement or otherwise and their successors and assigns, in each case unless removed in accordance with the terms hereof, and the term “Canadian Loan Party” shall mean any one of them or all of them individually, as the context may require.

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“Canadian MEPP” means any plan that is a multi-employer pension plan as defined under the applicable pension standards legislation.

“Canadian Pension Plan” means any plan, program or arrangement that is a pension plan that is required to be registered under any applicable Canadian federal or provincial pension legislation, whether or not registered under any such laws, which is, or has been, maintained or contributed to by, or to which there is or may be an obligation to contribute by, a Loan Party or Subsidiary operating in Canada in respect of any Person’s employment in Canada with such Loan Party or Subsidiary, other than any Canadian MEPP or plans established by statute, which shall include the Canada Pension Plan maintained by the government of Canada and the Quebec Pension Plan maintained by the government of the Province of Quebec.

“Canadian Prime Rate” means, on any day, the rate determined by the Administrative Agent to be the higher of (i) the rate equal to the PRIMCAN Index rate that appears on the Bloomberg screen at 10:15 a.m. Toronto time on such day (or, in the event that the PRIMCAN Index is not published by Bloomberg, any other information services that publishes such index from time to time, as selected by the Administrative Agent in its reasonable discretion) and (ii) the average rate for thirty (30) day Canadian Dollar bankers’ acceptances that appears on the Reuters Screen CDOR Page (or, in the event such rate does not appear on such page or screen, on any successor or substitute page or screen that displays such rate, or on the appropriate page of such other information service that publishes such rate from time to time, as selected by the Administrative Agent in its reasonable discretion) at 10:15 a.m. Toronto time on such day, plus 1% per annum; provided, that if any the above rates shall be less than 1.00%, such rate shall be deemed to be 1.00% for purposes of this Agreement. Any change in the Canadian Prime Rate due to a change in the PRIMCAN Index or the CDOR shall be effective from and including the effective date of such change in the PRIMCAN Index or CDOR, respectively.

“Canadian Revolving Exposure” means, at any time, the Dollar Equivalent of the sum of (a) the aggregate principal amount of Revolving Loans made to the Canadian Borrowers outstanding at such time, plus (b) the aggregate principal amount of Swingline Loans made to the Canadian Borrowers outstanding at such time, plus (c) the aggregate LC Exposure with respect to Letters of Credit issued for the account of or at the request of a Canadian Borrower at such time, plus (d) the aggregate principal amount of Revolving Protective Advances made to the Canadian Borrowers outstanding at such time.

“Canadian Security Agreements” means each of (a) that certain Amended and Restated Canadian Pledge and Security Agreement dated as of June 19August 31, 20202022, among the Canadian Loan Parties and the Administrative Agent, (b) any deed of hypothec entered into by a Canadian Loan Party in favor of the Administrative Agent and (c) as the context requires, any other pledge or security agreement (including Bank Act Security) after the Restatement Effective Date by any other Canadian Loan Party (as required by this Agreement or any other Loan Document), as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Canadian Sublimit” means $150,000,000.

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

“Capital Expenditures” means, without duplication, any expenditure or commitment to expend money for any purchase or other acquisition of any asset which would be classified as a fixed or capital asset on a consolidated balance sheet of the Company and its Subsidiaries prepared in accordance with GAAP; provided that Capital Expenditures shall not include (i) expenditures made in connection with the replacement, substitution, restoration or repair of assets to the extent financed with (x) insurance

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proceeds paid on account of the loss of or damage to the assets being replaced, restored or repaired or (y) awards of compensation arising from the taking by eminent domain or condemnation of the assets being replaced, (ii) the purchase price of equipment that is purchased simultaneously with the trade-in of existing equipment to the extent that the gross amount of such purchase price is reduced by the credit granted by the seller of such equipment for the equipment being traded in at such time, (iii) the purchase of plant, property or equipment or software to the extent financed with the net proceeds of any sale, transfer, lease or other disposition (including pursuant to a sale and leaseback transaction or by way of merger, consolidation or amalgamation) of any asset of the Company or any Subsidiary, but excluding sales of Inventory in the ordinary course of business, (iv) expenditures that constitute rental expenses under operating leases of real or personal property, (v) expenditures that are accounted for as capital expenditures by the Company or any Subsidiary and that actually are paid for by a Person other than the Company or any Subsidiary and for which neither the Company nor any Subsidiary has provided or is required to provide or incur, directly or indirectly, any consideration or obligation to such Person or any other Person (whether before, during or after such period), (vi) the book value of any asset owned by Company or any Subsidiary prior to or during such period to the extent that such book value is included as a capital expenditure during such period as a result of such Person reusing or beginning to reuse such asset during such period without a corresponding expenditure actually having been made in such period; provided that (x) any expenditure necessary in order to permit such asset to be reused shall be included as a Capital Expenditure during the period in which such expenditure actually is made and (y) such book value shall have been included in Capital Expenditures when such asset was originally acquired, or (vii) expenditures that constitute Permitted Acquisitions.

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

“Cash Dominion Period” means any period (a) during which an Event of Default has occurred and is continuing, or (b) commencing on any day that Availability has been less than the greater of (i) 12.5% of the Line Cap and (ii) $120,000,000165,000,000 for at least three consecutive Business Days, and in the case of this clause (b), continuing until Availability has been greater than or equal to the level specified in the immediately preceding clause (b) at all times for twenty consecutive calendar days; provided, however, that a Cash Dominion Period will be discontinued no more than three times during the term of this Agreement. The termination of a Cash Dominion Period as provided herein shall in no way limit, waive or delay the occurrence of a subsequent Cash Dominion Period in the event that the conditions set forth in this definition again arise. For the avoidance of doubt, in calculating the “Revolving Borrowing Base” used in determining the “Line Cap” for purposes of (b)(i) of this definition (but not in calculating the “Revolving Borrowing Base” used in determining the “Line Cap” for purposes of “Availability” under clause (b) of this definition), such calculation of the “Revolving Borrowing Base” shall be made without giving effect to the FILO Deficiency Reserve, if any. Upon the occurrence and during the continuance of any Audit Exception Period, the percentages set forth in this definition shall each be increased by two and one-half percentage points.

“CCAA” means the Companies’ Creditors Arrangement Act (Canada), as amended.

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

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“CDOR Rate” means on any day, for the relevant Interest Period, the Canadian Dollar offered rate which, in turn means on any day the annual rate of interest equaldetermined with reference to the arithmetic average of the discount rate applicable toquotations of all institutions listed in respect of the relevant Interest Period for Canadian dDollar Canadian-denominated bankers’ acceptances for the applicable period that appears on displayed and identified as such by Refinitiv (the “ReutersCDOR Screen CDOR PageRate”), as defined in the International Swap Dealer Association, Inc. definitions, as modified and amended from time to time (or, in the event such rate does not appear on such page or screen, on any successor or substitute page or screen that displays such rate, or on the appropriate page of such other information service that publishes such rate from time to time, as selected by the Administrative Agent in its reasonable discretion), rounded to the nearest 1/100th of 1% (with .005% being rounded up), as of of approximately 10:15 a.m. Toronto local time on the first day of such Interest Periodday and, if such day is not a Business Day, then on the immediately preceding Business Day (as adjusted by the Administrative Agent after 10:15 a.m. Toronto local time to reflect any error in the posted rate of interest or in the posted average annual rate of interest). If; provided, that, (x) if the CDOR Rate shall be less than 0.00%, the CDOR RateFloor, such rate shall be deemed to be 0.00%equal to the Floor for purposes of this Agreement and (y) if the CDOR Screen Rate is not available on any particular day, then the Canadian deposit offered rate for such date shall be the rate per annum equivalent to the annual discount rate as of approximately 10:15 a.m. Toronto local time on such day at which a Canadian chartered bank listed on Schedule 1 of the Bank Act (Canada) as selected by the Administrative Agent is then offering to purchase Canadian Dollar-denominated bankers’ acceptances accepted by it having such specified term (or a term as closely as possible comparable to such specified term).

“CDOR Screen Rate” has the meaning ascribed thereto in the definition of the “CDOR Rate”.

“CFC Holdco” means a U.S. Subsidiary all or substantially all of the assets of which consist of equity interests of, and/or, if applicable, debt owing from, (i) one or more controlled foreign corporations, within the meaning of Section 957 of the Code (excluding any Canadian Subsidiary that is a Borrower or Guarantor under this Agreement) or (ii) one or more other CFC Holdcos.

“Change in Control” means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the SEC thereunder as in effect on the date hereof), of Equity Interests representing more than 40% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of the Company; or (b) occupation of a majority of the seats (other than vacant seats) on the board of directors of the Company by Persons who were not (i) a member of the board of directors of the Company on the Restatement Effective Date, (ii) nominated for election to the board of directors of the Company with the approval of a committee of the board of directors consisting of a majority of the independent continuing directors or (iii) nominated for election, elected or appointed to the board of directors of the Company with the approval of a majority of the continuing directors who were members of the Company’s board of directors at the time of such nomination, election or appointment (either by a specific vote or by approval of the Company’s proxy statement in which such member was named as a nominee for election as a director). As used in this definition, “continuing director” means any director described in subclause (i), (ii) or (iii) of clause (b) in the preceding sentence.

“Change in Law” means the occurrence after the date of this Agreement (or, with respect to any Lender, such later date on which such Lender becomes a party to this Agreement) of any of the following: (a) the adoption of 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

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thereof by any Governmental Authority; or (c) compliance by any Lender or the Issuing Bank (or, for purposes of Section 2.15(b), by any lending office of such Lender or by such Lender’s or the Issuing Bank’s holding company, if any) with any request, guideline, requirement or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements or directives thereunder or issued in connection therewith or in the implementation thereof, and (y) all requests, rules, guidelines, requirements 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, issued or implemented.

“Charges” has the meaning assigned to such term in Section 9.17.

“Class”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans, Swingline Loans or, Protective Advances or FILO Term Loans.

“CME Term SOFR Administrator” means CME Group Benchmark Administration Limited as administrator of the forward-looking term SOFR (or a successor administrator).

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

“Collateral” means any and all assets, tangible or intangible, on which Liens are granted or purported to be granted pursuant to the Collateral Documents as security for the Obligations. For the avoidance of doubt, on the RestatementFirst Amendment Effective Date, Collateral includes assets of the type included in the Revolving Borrowing Base, the FILO Borrowing Base, Intellectual Property, additional assets related theretoto the foregoing, and proceeds of the foregoing, all as more specifically described in the Collateral Documents, but does not include real property. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Collateral will not include, and no Loan Document will constitute a grant of a security interest in, any “Property” as defined in the Senior Notes Indenture as in effect on the First Amendment Effective Date, unless a security interest is granted thereon by any Loan Party in favor of any Person to secure Indebtedness for borrowed money.

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

“Collateral Documents” means, collectively, the U.S. Collateral Documents and the Canadian Collateral Documents.

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

“Commitment Schedule” means the Schedule attached hereto identified as such.

“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.

“Communications” has the meaning assigned to such term in Section 8.03(c).

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“Company” means Bed Bath & Beyond Inc., a New York corporation.

“Compliance Certificate” means a certificate of a Financial Officer of the Borrower Representative in substantially the form of Exhibit D.

“Confirmation Agreement” means that certain Confirmation and Ratification of Ancillary Loan Documents dated as of August 31, 2022, by and among the Loan Parties party thereto and the Administrative Agent.

“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“Consolidated EBITDA” means for any period, with respect to the Company and its Subsidiaries determined on a consolidated basis in accordance with GAAP, (a) the sum (without duplication and to the extent deducted in calculating Consolidated Net Income) of Consolidated Net Income (or net loss) plus (i) interest expense (net of interest income), (ii) income tax expense, (iii) depreciation expense, (iv) amortization expense, (v) non-cash charges, expenses or losses, including but not limited to stock-based compensation, (vi) extraordinary, unusual or non-recurring charges, expenses or losses, (vii) charges, expenses or losses in respect of (A) store, warehouse, distribution center, corporate office and support function closings, eliminations and relocations in an amount, when combined with any add-backs pursuant to clause (F) below, not to exceed $75,000,000, (B) severance costs, (C) fees, costs and expenses resulting from or incurred in connection with any of the foregoing, and (D) inventory or other non-cash property valuation adjustments resulting from or incurred in connection with any of the foregoing, (E) restructuring or other similar charges in an amount not to exceed $150,000,000, and (F) consulting, investment banking, valuation, legal and/or other advisory services in an amount, when combined with any add-backs pursuant to clause (A) above, not to exceed $75,000,000, (viii) the amount expected by the Company in good faith to be realized as a result of business optimization, synergies or cost saving measures (net of amounts actually realized during such period) in an aggregate amount not to exceed 10% of Consolidated EBITDA prior to giving effect to this clause (viii); provided that (A) actions needed to achieve such business optimization, synergies or cost saving measures shall have been taken or initiated prior to the end of such period, (B) the Company shall have provided a certificate of a Financial Officer (which may be included in a Compliance Certificate) with a reasonably detailed statement or schedule of such cost savings and certifying that such cost savings are reasonably identifiable, reasonably attributable to the actions specified and reasonably anticipated to result from such actions, (C) such amounts result from actions taken or actions with respect to which substantial steps have been taken or are expected to be taken (in the good faith determination of the Company) no later than twelve (12) months after the date of the initiation of such business optimization or cost saving measures, and (D) no amounts shall be added pursuant to this clause (viii) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA (or any other components thereof), whether through a pro forma adjustment or otherwise, with respect to such period, and (ix) other charges, expenses or losses related to financing, refinancings, acquisitions and investments, minus (b) to the extent included in calculating Consolidated Net Income, extraordinary, unusual or non-recurring gains.

For the purposes of calculating Consolidated EBITDA for any period of four consecutive fFiscal qQuarters (each such period, a “Reference Period”), (i) if at any time during such Reference Period the Company or any Subsidiary shall have made any Material Disposition, the Consolidated EBITDA for such Reference Period shall be reduced by an amount equal to the Consolidated EBITDA (if positive) attributable to the property that is the subject of such Material Disposition for such Reference Period or increased by an amount equal to the Consolidated EBITDA (if negative) attributable thereto for such Reference Period, and (ii) if during such Reference Period the Company or any Subsidiary shall have

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made a Material Acquisition, Consolidated EBITDA for such Reference Period shall be calculated after giving effect thereto on a pro forma basis as if such Material Acquisition occurred on the first day of such Reference Period. As used in this definition, “Material Acquisition” means any Acquisition that involves the payment of consideration (including obligations under any purchase price adjustment but excluding earnout or similar payments) by the Company and its Subsidiaries in excess of $50,000,000; and “Material Disposition “ means any Disposition of property or series of related Dispositions of property that yields gross proceeds (including obligations under any purchase price adjustment but excluding earnout or similar payments) to the Company or any of its Subsidiaries in excess of $50,000,000.

“Consolidated Net Income” means, for any period, the net income or loss of the Company and its Subsidiaries for such period determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded any income (or loss) of any Person other than the Company or a Subsidiary, but any such income so excluded may be included in such period or any later period to the extent of any cash dividends or distributions actually paid in the relevant period to the Company or any wholly-owned Subsidiary of the Company.

“Consolidated Secured Indebtedness” means, with respect to the Company and its Subsidiaries as of any date of determination, all Consolidated Total Indebtedness of the Company and its Subsidiaries that, as of such date, is secured by Liens on property or assets of the Company and its Subsidiaries.

“Consolidated Total Assets” means, as of the date of any determination thereof, total assets of the Company and its Subsidiaries calculated in accordance with GAAP on a consolidated basis as of such date.

“Consolidated Total Indebtedness” means, without duplication, with respect to the Company and its Subsidiaries determined on a consolidated basis in accordance with GAAP, (a) the sum of (i) any obligations for borrowed money, (ii) any obligations evidenced by bonds, debentures, notes or other similar instruments (other than performance, surety and appeals bonds), and (iii) any reimbursement obligations in respect of letters of credit; provided that Consolidated Total Indebtedness shall not include intercompany obligations.

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

“Controlled Disbursement Account” means any accounts of the Borrowers maintained with the Administrative Agent as a zero balance, cash management account pursuant to and under any agreement between a Borrower and the Administrative Agent, as modified and amended from time to time, and through which all disbursements of a Borrower, any other Loan Party and any designated Subsidiary of a Borrower are made and settled on a daily basis with no uninvested balance remaining overnight.

“Corresponding Tenor” with respect to any Available Tenor means, as applicable, either a tenor (including overnight) or an interest payment period having approximately the same length (disregarding business day adjustment) as such Available Tenor.

“Covered Entity” means any of the following:

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“Covered Party” has the meaning assigned to it in Section 9.21.

“Credit Card Agreement “ means any agreement between a Loan Party, on the one hand, and a credit card issuer or a credit card processor (including any credit card processor that processes purchases of Inventory from a Loan Party through debit cards or mall cards), on the other hand, as the same may be amended, restated, supplemented or otherwise modified from time to time in accordance with this Agreement.

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

“Credit Card Receivables” means any Account or Payment Intangible due to any Loan Party in connection with purchases from and other goods and services provided by such Loan Party on (a) Visa, MasterCard, American Express, Discover, Fiserv, PayPal, Worldpay and any other credit card or debit card issuers or processors that are reasonably acceptable to the Administrative Agent, and the successors and assigns of the foregoing and (b) such other credit cards (it being understood that such term, for purposes hereof, includes debit cards and private label credit cards or co-branded credit or debit cards) as the Administrative Agent shall approve from time to time in its Permitted Discretion, it being understood that a private label credit card arrangement with Alliance Data Systems is approved, in each case which have been originated in the ordinary course of business by such Loan Party and earned by performance by such Loan Party but not yet paid to such Loan Party by the credit card issuer or the credit card processor, as applicable, and which represents the bona fide amount due to a Loan Party from such credit card processor or credit card issuer; provided that, in any event, “Credit Card Receivables” shall (x) exclude Accounts and Payment Intangibles due in connection with credit cards issued by Affiliates and (y) be calculated net of fees and chargebacks owed to credit card processors and deposits, holdbacks or escrows held by credit card issuers or processors.

“Credit Exposure” means, as to any Lender at any time, such Lender’s Revolving Exposure at such time (if any) plus, the aggregate then unpaid principal of such Lender’s FILO Term Loans at such time (if any).

“Credit Party” means the Administrative Agent, the FILO Agent, the Issuing Bank, the Swingline Lender or any other Lender.

“Customer Credit Liabilities” means, as of any date of determination, the aggregate remaining balance at such time of (a) outstanding gift certificates and gift cards of the Borrowers entitling the holder thereof to use all or a portion of the gift certificate or gift card to pay all or a portion of the purchase price for any Inventory and (b) outstanding merchandise credits of the Borrowers, net of any dormancy reserves maintained by the Borrowers on their books and records in the ordinary course of business.

“Customer Credit Liability Reserves” means, as of any date of determination, an amount equal to 50% (or such lesser percentage as determined by the Administrative Agent in its Permitted Discretion based on the redemption history of the gift certificates, gift cards and merchandise credits of the Borrowers) of the Customer Credit Liabilities as reflected in the Borrowers’ books and records.

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“Daily Simple SOFR” means, for any day, SOFR, with the conventions for this rate (which may include a lookback) being established by the Administrative Agent in accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body for determining “Daily Simple SOFR” for business loans; provided, that if the Administrative Agent decides that any such convention is not administratively feasible for the Administrative Agent, then the Administrative Agent may establish another convention in its reasonable discretion (a “SOFR Rate Day”), a rate per annum equal to SOFR for the day (such day “SOFR Determination Date”) that is five (5) U.S. Government Securities Business Days prior to (i) if such SOFR Rate Day is a U.S. Government Securities Business Day, such SOFR Rate Day or (ii) if such SOFR Rate Day is not a U.S. Government Securities Business Day, the U.S. Government Securities Business Day immediately preceding such SOFR Rate Day, in each case, as such SOFR is published by the SOFR Administrator on the SOFR Administrator’s Website. Any change in Daily Simple SOFR due to a change in SOFR shall be effective from and including the effective date of such change in SOFR without notice to the Borrowers.

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

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

“Defaulting Lender” means any Lender that (a) has failed, within two Business Days of the date required to be funded or paid, to (i) fund any portion of its Loans, (ii) fund any portion of its participations in Letters of Credit or Swingline Loans or (iii) pay over to any Credit Party any other amount required to be paid by it hereunder, unless, in the case of clause (i) above, such Lender notifies the Administrative Agent in writing that such failure is the result of such Lender’s good faith determination that a condition precedent to funding (specifically identified and including the particular Default, if any) has not been satisfied; (b) has notified any Borrower or any Credit Party in writing, or has made a public statement, to the effect that it does not intend or expect to comply with any of its funding obligations under this Agreement (unless such writing or public statement indicates that such position is based on such Lender’s good faith determination that a condition precedent (specifically identified and including the particular Default, if any) to funding a Loan under this Agreement cannot be satisfied) or generally under other agreements in which it commits to extend credit, (c) has failed, within three Business Days after request by a Credit Party, acting in good faith, to provide a certification in writing from an authorized officer of such Lender that it will comply with its obligations (and is financially able to meet such obligations as of the date of certification) to fund prospective Loans and participations in then outstanding Letters of Credit and Swingline Loans under this Agreement, provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon such Credit Party’s receipt of such certification in form and substance satisfactory to it and the Administrative Agent, or (d) has become the subject of (i) a Bankruptcy Event or (ii) a Bail-In Action.

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“Designated Noncash Consideration” means the fair market value of noncash consideration received by the Company or any Subsidiary in connection with a Disposition that is so designated as Designated Noncash Consideration pursuant to a certificate of a Financial Officer of the Company delivered to the Administrative Agent setting forth the basis of such valuationDischarge of Revolving Obligations” means (a) the payment in full in cash of all Obligations (excluding (w) the FILO Obligations, (x) contingent indemnity obligations with respect to then unasserted claims, (y) Banking Services Obligations as to which arrangements satisfactory to the applicable provider of Banking Services shall have been made, and (z) Swap Agreement Obligations as to which arrangements satisfactory to the applicable Swap Bank shall have been made) and including, with respect to amounts available to be drawn under outstanding Letters of Credit (or indemnities or other undertakings issued pursuant thereto in respect of outstanding Letters of Credit), the cancellation of such Letters of Credit or the delivery or provision of cash collateral or backstop letters of credit in respect thereof in compliance with the terms of Section 2.06(j) hereof, and (b) the termination of the Aggregate Revolving Commitments.

“Disposition” or “Dispose” means the sale, transfer, license, lease, abandonment or other disposition (in one transaction or in a series of transactions and whether effected pursuant to a Division or otherwise) of any property by any Person (including any sale and leaseback transaction and any issuance of Equity Interests by a Subsidiary of such Person), including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.

“Dividing Person” has the meaning assigned to it in the definition of “Division.”

“Division” means the division of the assets, liabilities and/or obligations of a Person (the “Dividing Person”) among two or more Persons (whether pursuant to a “plan of division” or similar arrangement), which may or may not include the Dividing Person and pursuant to which the Dividing Person may or may not survive.

“Division Successor” means any Person that, upon the consummation of a Division of a Dividing Person, holds all or any portion of the assets, liabilities and/or obligations previously held by such Dividing Person immediately prior to the consummation of such Division. A Dividing Person which retains any of its assets, liabilities and/or obligations after a Division shall be deemed a Division Successor upon the occurrence of such Division.

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

“Documentation Agent” means each of Bank of Montreal, Bank of America, N.A., MUFG Union Bank, N.A., TD Bank, N.A., Capital One, National Association and Truist Bank, in its capacity as a documentation agent for the credit facility evidenced by this Agreement.

“Dollar Equivalent” means, for any amount, at the time of determination thereof, (a) if such amount is expressed in Dollars, such amount, (b) if such amount is expressed in an Agreed Currency, the equivalent of such amount in Dollars determined by using the rate of exchange for the purchase of Dollars with the Agreed Currency last provided (either by publication or otherwise provided to the Administrative Agent by Reuters on the Business Day (New York City time), immediately preceding the date of determination or if such service ceases to be available or ceases to provide a rate of exchange for the purchase of Dollars with the Agreed Currency, as provided by such other publicly available information service which provides that rate of exchange at such time in place of Reuters chosen by the Administrative Agent in its sole discretion (or if such service ceases to be available or ceases to provide such rate of exchange, the equivalent of such amount in Dollars as determined by the Administrative Agent using any method of determination it deems appropriate in its sole discretion)) and (c) if such amount is denominated in any other currency, the equivalent of such amount in Dollars as determined by the Administrative Agent using any method of determination it deems appropriate in its sole discretion.

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“Dollars” or “$” refers to lawful money of the U.S.

“Early Opt-in Election” means if the then-current Benchmark is the LIBO Rate, subject to the consent of the Borrower Representative, the occurrence of:

“ECP” means an “eligible contract participant” as defined in Section 1(a)(18) of the Commodity Exchange Act or any regulations promulgated thereunder and the applicable rules issued by the Commodity Futures Trading Commission and/or the SEC.

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

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

“EEA Resolution Authority” means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Effective Date” means June 19, 2020, which represents the “Effective Date” under and as defined in the Existing Credit Agreement.

“Electronic Signature” means an electronic sound, symbol, or process attached to, or associated with, a contract or other record and adopted by a Person with the intent to sign, authenticate or accept such contract or record.

“Electronic System” means any electronic system, including e-mail, e-fax, web portal access for such Borrower and any other Internet or extranet-based site, whether such electronic system is owned, operated or hosted by the Administrative Agent or any Issuing Bank and any of its respective Related Parties or any other Person, providing for access to data protected by passcodes or other security system.

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

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

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

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

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

(e) such Credit Card Receivable is subject to a first priority perfected Lien in favor of the Administrative Agent pursuant to the Collateral Documents;

(f) such Credit Card Receivable is not subject to any Lien whatsoever, other than (i) a Lien in favor of the Administrative Agent, (ii) Permitted Encumbrances that do not have priority over the Liens securing the Secured Obligations and (iii) Liens permitted under Section 6.02(j) that do not have priority over the Liens securing the Secured Obligations;

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

(h) if such Credit Card Receivable has been disputed by the applicable credit card or debit card issuer or processor or is not being processed due to unpaid and/or accrued credit card processor fee balances, or if a claim, counterclaim, offset or chargeback has been asserted by the applicable credit card issuer or credit card processor, the face amount thereof for purposes of determining the Revolving Borrowing Base or the FILO Borrowing Base has been reduced by the amount of such unpaid and/or accrued credit card processor fees or such claim, counterclaim, offset or chargeback;

(i) subject to the grace period provided in Section 5.15, such Credit Card Receivable is subject to a Credit Card Notification;

(j) such Credit Card Receivable is not evidenced by “chattel paper” or an “instrument” (each as defined in the UCC or the PPSA, as applicable) of any kind unless such chattel paper or instrument is in the possession or control of the Administrative Agent, and to the extent necessary or appropriate, endorsed to the Administrative Agent; and

(k) such Credit Card Receivable is not due from a credit card processor or issuer which is a Sanctioned Person.

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provided, however, the Administrative Agent may, in its Permitted Discretion and upon not less than three Business Days’ prior written notice to the Company, deem any Credit Card Receivable ineligible, or impose additional eligibility criteria, based on the results of a field examination conducted (i) at the Company’s election pursuant to the last paragraph of this definition or (ii) in accordance with Section 5.06; provided that no such notice shall be required (x) if an Event of Default has occurred or is continuing, or (y) for changes to eligibility criteria or establishment of additional eligibility criteria if a Material Adverse Effect has occurred or it would be reasonably likely that a Material Adverse Effect would occur were such eligibility criteria not changed or established prior to the three (3) Business Day period. During any such applicable three (3) Business Day period, Borrowings shall not be permitted if, after giving pro forma effect to the imposition of such change or new eligibility criteria, Availability would be less than zero.

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

Notwithstanding anything to the contrary contained herein, no Credit Card Receivable acquired by any Loan Party after the Effective Date outside the ordinary course of business, or acquired or originated by any Person that becomes a Loan Party after the Effective Date, shall be included in determining Eligible Credit Card Receivables until a field examination with respect thereto has been completed to the satisfaction of the Administrative Agent in its Permitted Discretion (it being understood and agreed that additional field examinations conducted at the Company’s election pursuant to this paragraph shall not count against the number of field examinations permitted pursuant to Section 5.06).

“Eligible Domestic In-Transit Inventory” means any Eligible Inventory that satisfies the requirements set forth in clauses (g)(i), (g)(ii), (g)(iv) and (g)(v) in the definition of “Eligible Inventory”, unless otherwise waived by the Administrative Agent in its Permitted Discretion.

“Eligible Foreign In-Transit Inventory” means any Eligible Inventory that satisfies the requirements set forth in clauses (g)(i), (g)(iii), (g)(iv) and (g)(v) in the definition of “Eligible Inventory”, unless otherwise waived by the FILO Agent in its Permitted Discretion.

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

(a) which is not subject to a first priority perfected Lien (subject only to (x) tax liens described in clause (a) of the definition of “Permitted Encumbrances” securing obligations in an aggregate amount not to exceed $1,000,000 and subject to Reserves therefor in the Administrative Agent’s Permitted Discretion and (y) landlord liens described in clause (b) of the definition of “Permitted Encumbrances” to the extent such Inventory is not ineligible pursuant to clause (h) below) in favor of the Administrative Agent pursuant to the Collateral Documents securing the Secured Obligations;

(b) which is subject to any Lien whatsoever, other than (i) a Lien in favor of the Administrative Agent, (ii) Permitted Encumbrances that do not have priority over the Liens securing the Secured Obligations pursuant to the terms of the Collateral Documents (subject only to (x) tax liens described in clause (a) of the definition of “Permitted Encumbrances” securing obligations in an aggregate amount not to exceed $1,000,000 and subject to Reserves therefor in the Administrative Agent’s Permitted Discretion and (y) landlord liens described in clause (b) of the definition of “Permitted

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Encumbrances” to the extent such Inventory is not ineligible pursuant to clause (h) below), (iii) Liens permitted under Section 6.02(j) that do not have priority over the Liens securing the Secured Obligations and (iv) in the case of Inventory at a warehouse or other third party storage facility or in transit with a common carrier (and such Inventory otherwise in compliance with clause (g) below), any Lien arising under applicable law in respect of which an appropriate Reserve shall have been established by the Administrative Agent in its Permitted Discretion;

(c) which is slow moving or out of season (in each case to the extent of being unsaleable), obsolete, unmerchantable, defective, used or unfit for sale; provided that, this clause (c) shall not exclude slow moving Inventory located at a clearance center that has been appropriately priced consistent with the Company’s customary practices, subject to the Administrative Agent’s ability to establish an appropriate Reserve in its Permitted Discretion;

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

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

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

(g) which is not located in the United States or Canada or is in transit with a common carrier or from vendors and suppliers; provided that Inventory in transit may be included as Eligible Inventory in an aggregate amount not to exceed 20% of Eligible Inventory, so long as:

(i) the Administrative Agent shall have received (1) a true and correct copy of the bill of lading and other shipping documents for such Inventory and (2) evidence of satisfactory casualty insurance naming the Administrative Agent as lender loss payee and otherwise covering such risks as the Administrative Agent and the FILO Agent may reasonably request,

(ii) if the bill of lading is non-negotiable, the Inventory must be in transit within the U.S., and the Administrative Agent shall have received, if requested, a duly executed Collateral Access Agreement, in form and substance reasonably satisfactory to the Administrative Agent, from the applicable customs broker, freight forwarder or carrier for such Inventory;

(iii) (A) if the bill of lading is negotiable, the Inventory must be in transit from outside the U.S., and the Administrative Agent and the FILO Agent shall have received (1) confirmation that the bill is issued in the name of such Borrower and consigned to the order of the Administrative Agent, and an acceptable agreement has been executed with such Borrower’s customs broker, in which the customs broker agrees that it holds the negotiable bill

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as agent for the Administrative Agent and has granted the Administrative Agent access to the Inventory, (2) confirmation either (I) that such Borrower has paid for the goods or (II) that the purchase of such Inventory is fully supported by a commercial Letter of Credit, and (3) an estimate from such Borrower of the customs duties and customs fees associated with the Inventory in order to establish an appropriate Reserve and (B) the bill of lading shall be in a form reasonably acceptable to the FILO Agent;

(iv) the common carrier is not an Affiliate of the Loan Parties or of the applicable vendor or supplier; and

(v) the customs broker is not an Affiliate of the Loan Parties or of the applicable vendor or supplier;

(h) which is located in any real property leased to a Loan Party unless (i) the lessor has executed and delivered to the Administrative Agent a Collateral Access Agreement or (ii) if elected by the Administrative Agent in its Permitted Discretion, an appropriate Reserve for rent, charges and other amounts due or to become due with respect to such location has been established;

(i) which is located at any warehouse or other third party storage facility or is otherwise in the possession of a bailee (other than a third party processor) and (i) is evidenced by a negotiable warehouse receipt or comparable document unless such document has been delivered to the Administrative Agent or (ii) is not evidenced by a document, unless (A) such warehouseman or other bailee has executed and delivered to the Administrative Agent a Collateral Access Agreement and such other documentation as the Administrative Agent may require in its Permitted Discretion or (B) if elected by the Administrative Agent in its Permitted Discretion, an appropriate Reserve with respect to such location has been established;

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

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

(l) which is perishable; provided that, it is agreed and understood that packaged food items which are within their relevant expiration dates shall be deemed not to be perishable;

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

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

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

provided, however, the Administrative Agent (and FILO Agent as it relates to Eligible Foreign In-Transit Inventory), may, in its Permitted Discretion, and upon not less than three Business Days’ prior written notice to the Company, deem any Inventory ineligible, or impose additional eligibility criteria, based on the results of an appraisal or field examination conducted (i) at the Company’s election pursuant to the last paragraph of this definition or (ii) in accordance with

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Section 5.06; provided, however, that no such notice shall be required (x) if an Event of Default has occurred or is continuing, or (y) for changes to eligibility criteria or establishment of additional eligibility criteria if a Material Adverse Effect has occurred or it would be reasonably likely that a Material Adverse Effect would occur were such eligibility criteria not changed or established prior to the three (3) Business Day period. During any such applicable three (3) Business Day period, Borrowings shall not be permitted if, after giving pro forma effect to the imposition of such change or new eligibility criteria, Availability would be less than zero.

Notwithstanding the foregoing, (i) the amount of Inventory shall be adjusted as required to eliminate intercompany profit and (ii) no more than 25% of Eligible Inventory located in Canada may be located in provinces for which the Company’s counsel has not delivered customary perfection opinions with respect to Collateral located in such provinces.

Notwithstanding anything to the contrary contained herein, no Inventory acquired by any Loan Party after the Effective Date other than in the ordinary course of business, or acquired or created by any Person that becomes a Loan Party after the Effective Date, shall be included in determining Eligible Inventory until an appraisal and field examinationAcceptable Inventory Appraisal with respect thereto has been completed to(it being understood and agreed that additional appraisals and field examinations conducted at the Company’s election pursuant to this paragraph shall not count against the satisfactionnumber of the Administrative Agent in its Permitted Discretionfield examinations permitted pursuant to Section 5.06 or the number of appraisals permitted pursuant to Section 5.11).

“Eligible Tradenames” means each Trademark of any Loan Party that complies with the following criteria:

(a) such Trademark is validly registered with the United States Patent and Trademark Office or the Canadian Intellectual Property Office, as applicable;

(b) such Loan Party has good and valid title to such Trademark and owns such Trademark, free and clear of any Liens other than Liens granted to the Administrative Agent and Permitted Encumbrances that do not have priority over the Liens securing the Secured Obligations pursuant to the terms of the Collateral Documents;

(c) (i) each applicable Loan Party is in compliance with the covenants set forth in this Agreement and the other Loan Documents relating to such Trademark, (ii) each representation and warranty contained in this Agreement and in the other Loan Documents with respect to such Trademark is true and correct and (iii) such Trademark conforms in all material respects to all standards imposed by any Governmental Authority in the United States or Canada;

(d) with respect to the Trademarks which were not included in the most-recent appraisal received by the FILO Agent under this Agreement or over which the FILO Agent has not completed its legal and business due diligence in its Permitted Discretion, the FILO Agent (i) shall have received an Acceptable IP Appraisal and (ii) shall have completed its legal and business due diligence with the results of such due diligence satisfactory to the FILO Agent in its Permitted Discretion; provided, however, that any such appraisals or legal or business diligence shall be at the expense of the Borrowers and shall not be subject to (and shall not be included in) the limitations set forth in Section 5.11 on the number of appraisals for which the FILO Agent is entitled to be reimbursed in any period;

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(e) the FILO Agent shall have received (i) the HILCO Appraisal or (ii) a recent Acceptable IP Appraisal in accordance with Section 5.11, in each case, with respect to such Trademarks; and

(f) the FILO Agent shall have received evidence reasonably satisfactory to the FILO Agent that (i) all actions have been taken that the FILO Agent may reasonably deem necessary or appropriate in order to create valid, perfected and enforceable first-priority Liens in favor of the Administrative Agent on such Trademark, and (ii) all filings reasonably requested by the FILO Agent have been filed with the United States Patent and Trademark Office or the Canadian Intellectual Property Office, as applicable, to further evidence the Administrative Agent’s Lien on such Trademark;

provided, however, the FILO Agent may, in its Permitted Discretion, and upon not less than three Business Days’ prior written notice to the Company, deem any Trademark ineligible, or impose additional eligibility criteria, based on the results of an appraisal conducted (i) at the Company’s election pursuant to the last paragraph of this definition or (ii) in accordance with Section 5.06; provided, however, that no such notice shall be required (x) if an Event of Default has occurred or is continuing, or (y) for changes to eligibility criteria or establishment of additional eligibility criteria if a Material Adverse Effect has occurred or it would be reasonably likely that a Material Adverse Effect would occur were such eligibility criteria not changed or established prior to the three (3) Business Day period. During any such applicable three (3) Business Day period, Borrowings shall not be permitted if, after giving pro forma effect to the imposition of such change or new eligibility criteria, the Administrative Agent would be required to establish or increase any FILO Deficiency Reserve.

Notwithstanding anything to the contrary contained herein, no Trademark acquired by any Loan Party after the First Amendment Effective Date other than in the ordinary course of business, or acquired or created by any Person that becomes a Loan Party after the First Amendment Effective Date, shall be included in determining Eligible Tradenames until an Acceptable IP Appraisal with respect thereto has been completed (it being understood and agreed that additional appraisals and field examinations conducted at the Company’s election pursuant to this paragraph shall not count against the number of field examinations permitted pursuant to Section 5.06 or the number of appraisals permitted pursuant to Section 5.11).

“Environmental Laws” means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions or binding agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to (a) the environment, (b) preservation or reclamation of natural resources, (c) the management, Release or threatened Release of any Hazardous Material or (d) health and safety matters (as it relates to exposure to any Hazardous Material).

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of any Borrower or Subsidiary directly or indirectly resulting from or based upon (a) any violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) any exposure to any Hazardous Materials, (d) the Release or threatened Release of any Hazardous Materials into the environment or (e) any contract, agreement or other formalized consensual arrangement to the extent pursuant to which liability is assumed or imposed with respect to any of the foregoing.

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“Equity Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any of the foregoing, but excluding any debt securities convertible into any of the foregoing.

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

“ERISA Affiliate” means any trade or business (whether or not incorporated) that, together with a Borrower, is treated as a single employer under Section 414(b) or (c) of the Code or Section 4001(14) of ERISA or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.

“ERISA Event” means (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder, with respect to a Plan (other than an event for which the 30-day notice period is waived); (b) the failure to satisfy the “minimum funding standard” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) a determination that any Plan is, or is expected to be, in “at risk” status (as defined in Section 430 of the Internal Revenue Code or Section 303 of ERISA); (d) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (de) the incurrence byan event that gives rise to direct or contingent liability on any Borrower or any ERISA Affiliate of any liability under Title IV of ERISA with respect to the termination of any Plan; ( ef) the receipt by any Borrower or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (fg ) the incurrence by any Borrower or any ERISA Affiliate of any liability with respect to the withdrawal or partial withdrawal (within the meaning of Sections 4203 and 4205 of ERISA) of any Borrower or any ERISA Affiliate from any Multiemployer Plan, or the receipt by any Borrower or any ERISA Affiliate of notice from any Multiemployer Plan that it intends to terminate or has terminated under Section 4041A or 4042 of ERISA; or (g(h) the receipt by any Borrower or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from any Borrower or any ERISA Affiliate of any notice, concerning the imposition upon any Borrower or any ERISA Affiliate of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in “critical” or “endangered” status, within the meaning of under Section 432 of the Internal Revenue Code or Section 305 of ERISA; (i) the occurrence of an act or omission which would reasonably be expected to give rise to the imposition on any Borrower of fines, penalties, taxes or related charges under any of Sections 4971 through 5000A of the Internal Revenue Code or under Title IVI of ERISA in respect of any Benefit Plan; (j) receipt from the Internal Revenue Service of notice that any employee benefit plan (as defined in Section 3(3) of ERISA) that is sponsored by any Borrower or Subsidiary of the Borrower and is intended to be qualified under Section 401(a) of the Internal Revenue Code does not satisfy the requirements for qualification; or (k) the occurrence of any Foreign Plan Event.

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time.

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

“Event of Default” has the meaning assigned to such term in Article VII.

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“Excluded Swap Obligation” means, with respect to any Loan Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Guarantee of such Loan Guarantor of, or the grant by such Loan Guarantor of a security interest to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Loan Guarantor’s failure for any reason to constitute an ECP at the time the Guarantee of such Loan Guarantor or the grant of such security interest becomes or would become effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guarantee or security interest is or becomes illegal.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient: (a) Taxes imposed on or measured by 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 applicable 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 and Canadian federal and provincial withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan, Letter of Credit or, Revolving Commitment or FILO Term Loan Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan, Letter of Credit or, Revolving Commitment or FILO Term Loan Commitment (other than pursuant to an assignment request by the Borrowers under Section 2.19(b)) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.17, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender acquired the applicable interest in a Loan, Letter of Credit or, Revolving Commitment or FILO Term Loan Commitment or to such Lender immediately before it changed its lending office; (c) Taxes attributable to such Recipient’s failure to comply with Section 2.17(f); (d) any Taxes imposed under FATCA; and (e) any Taxes that are required to be deducted or withheld under the ITA from any payment to or for the account of a Recipient (i) as a consequence of the Recipient not dealing at arm’s length (within the meaning of ITA) with the Canadian Borrower, or (ii) being at any time a “specified non-resident shareholder” (within the meaning of subsection 18(5) of the ITA) of the applicable Loan Party, or at any time, not dealing at arm’s length (within the meaning of the ITA) with a “specified shareholder” (within the meaning of subsection 18(5) of the ITA) of the applicable Loan Party, except, in the case of (i) or (ii), where the non-arm’s length relationship arises, or where the Recipient is (or is deemed to be) a specified shareholder of a Loan Party or does not deal at arm’s length with a specified shareholder of a Loan Party, on account of the Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, or enforced this Agreement or any other Loan Document.

“Existing Credit Agreement” means that certain Credit Agreement, dated as of June 19, 2020, among the Company, the other borrowers and guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (as amended, supplemented or otherwise modified prior to the date hereof).

“Existing Letters of Credit” shall mean those Letters of Credit issued or deemed issued under the Existing Credit Agreement that remain outstanding on the Restatement Effective Date.

“Existing Loan Documents” means any Loan Documents that were executed or delivered prior to the Restatement Effective Date in connection with the Existing Credit Agreement (in each case, as amended, restated, supplemented or otherwise modified prior to the date hereof).

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“Extenuating Circumstance” means any period during which the Administrative Agent has determined in its sole discretion (a) that due to unforeseen and/or nonrecurring circumstances, it is impractical and/or not feasible to submit or receive a Borrowing Request or Interest Election Request by email or fax or through Electronic System, and (b) to accept a Borrowing Request or Interest Election Request telephonically.

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreement entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the Code and any U.S. or non-U.S. fiscal or regulatory legislation, rules, guidance, notes or official practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementations of such Sections of the Code or analogous provisions of non-U.S. law.

“FCA” has the meaning assigned to such term in Section 1.05.

“Federal Funds Effective Rate “ means, for any day, the rate calculated by the NYFRB based on such day’s federal funds transactions by depositary institutions (as determined in such manner as the NYFRB shall set forth on its public website from time to time) and published on the next succeeding Business Day by the NYFRB as the effective federal funds rate, provided that, if the Federal Funds Effective Rate as so determined would be less than 0.00%, such rate shall be deemed to be 0.00% for the purposes of this Agreement.

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

“FILO Agent” means Sixth Street Specialty Lending, Inc., in its capacity as FILO agent for itself and the FILO Term Loan Lenders and any duly appointed successor in such capacity.

“FILO Applicable Premium” means, with respect to any prepayment of the FILO Term Loans (or deemed prepayment in the case of an acceleration of the FILO Term Loans), a premium equal to (i) the Make-Whole Amount if such prepayment is made on or after the First Amendment Funding Date but prior to the date that is 18 months following the First Amendment Funding Date, (ii) 2% of the principal amount of such prepayment (or deemed prepayment in the case of an acceleration of the FILO Term Loans) if such prepayment is made on or after the date that is 18 months following the First Amendment Funding Date but prior to the date that is 30 months following the First Amendment Funding Date and (iii) 1% of the principal amount of such prepayment (or deemed prepayment in the case of an acceleration of the FILO Term Loans) if such prepayment is made on or after the date that is 30 months following the First Amendment Funding Date but prior to the date that is 36 months following the First Amendment Funding Date; provided, however, that solely in connection with any prepayment of the FILO Term Loans with the proceeds of a whole or partial Disposition of the Subject Division prior to the date that is 18 months following the First Amendment Funding Date, the FILO Applicable Premium shall mean the lesser of (A) the applicable FILO Applicable Premium described in this definition (without giving effect to this proviso) and (B) (x) 7% of the principal amount of such prepayment if such prepayment is made after the First Amendment Funding Date but prior to the date that is 6 months following the First Amendment Funding Date and (b) 5% of the principal amount of such prepayment if such prepayment is made on or after the date that is 6 months following the First Amendment Funding Date but prior to the date that is 18 months following the First Amendment Funding Date.

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“FILO Borrowing Base” means, the sum of, without duplication:

(i) 15% of the Loan Parties’ Eligible Credit Card Receivables at such time, plus

(ii) 15% multiplied by the Net Orderly Liquidation Value percentage identified in the most recent Acceptable Inventory Appraisal, or the most recent update thereto delivered pursuant to Section 5.01(i), multiplied by the Loan Parties’ Eligible Inventory (disregarding the 20% cap on Inventory in-transit set forth in the proviso in clause (g) of the definition of Eligible Inventory), valued at the lower of cost or market value, determined on a weighted average cost basis, plus

(iii) 100% multiplied by the Net Orderly Liquidation Value percentage identified in the most recent Acceptable Inventory Appraisal, or the most recent update thereto delivered pursuant to Section 5.01(i), multiplied by the Loan Parties’ Eligible Foreign In-Transit Inventory, valued at the lower of cost or market value, determined on a weighted average cost basis, plus

(iv) 15% multiplied by the Net Orderly Liquidation Value percentage identified in the most recent Acceptable Inventory Appraisal, or the most recent update thereto delivered pursuant to Section 5.01(i), multiplied by the Loan Parties’ Eligible Domestic In-Transit Inventory, valued at the lower of cost or market value, determined on a weighted average cost basis, plus

(v) the lesser of (x) 68% multiplied by the Net Forced Liquidation Value of the Loan Parties’ Eligible Tradenames as identified in, and as of the time of, the most recent Acceptable IP Appraisal ordered by the FILO Agent, or the most recent update thereto delivered pursuant to Section 5.11(b); provided, that the foregoing percentage of the Net Forced Liquidation Value in this clause (x) shall be reduced by 2.5% on the last day of each Fiscal Quarter beginning with the first Fiscal Quarter ending on or about February 25, 2023, and (y) $115,000,000; provided, that the foregoing amount in this clause (y) shall be reduced by (A) an amount equal to $4,687,500 on the last day of each Fiscal Quarter beginning with the Fiscal Quarter ending on or about February 25, 2023 and (B) an amount equal to $75,000,000 upon the consummation of any Disposition of the Subject Division.

“FILO Deficiency Reserve” means at any time, the amount, if any, by which the then outstanding principal amount of the FILO Term Loans exceeds the FILO Borrowing Base.

“FILO Deficiency Reserve Correction Notice” has the meaning specified in Section 2.11(f).

“FILO Fee Letter” means that certain letter agreement dated as of August 31, 2022 by and between the Company and the FILO Agent.

“FILO Maturity Date” means, unless waived by the Required FILO Lenders and the Required Lenders, with respect to the FILO Term Loan Facility, August 31, 2027; provided, however, that such date shall instead be May 1, 2024 unless on such date, (i) to the extent the 2024 Senior Notes are outstanding in excess of $100,000,000, the Payment Condition shall be satisfied as

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of May 1, 2024, (ii) either (A) the aggregate outstanding principal amount of the 2024 Senior Notes does not exceed $100,000,000 and the Administrative Agent and the FILO Agent shall have received a certificate from a Responsible Officer of the Borrower Representative that the condition set forth in this clause (ii)(A) has been satisfied, or (B) if the aggregate outstanding principal amount of the 2024 Senior Notes exceeds $100,000,000 on such date, then (x) the Company shall have escrowed or otherwise maintain on deposit segregated, unrestricted cash or Permitted Investments for the purpose of repaying or satisfying or discharging the 2024 Senior Notes, and in an amount necessary to repay the principal amount of the 2024 Senior Notes in excess of $100,000,000, any interest thereon and any other amounts due in connection therewith (collectively, the “2024 Senior Notes Payables”), (y) the Administrative Agent shall have implemented the 2024 Senior Notes Reserve and (z) the Administrative Agent and the FILO Agent shall have received a certificate from a Responsible Officer of the Borrower Representative that the condition set forth in clause (ii)(B) has been satisfied (including reasonably detailed calculations thereof) and (iii) at all times from and after May 1, 2024 through the 2024 Senior Notes Maturity Date, the Borrowers shall maintain Availability of at least $350,000,000.

“FILO Notes” means any promissory note evidencing the FILO Term Loans, substantially in the form of Exhibit I or such other form approved in advance by the FILO Agent.

“FILO Obligations” means all unpaid principal of and accrued and unpaid interest on the FILO Term Loan, all accrued and unpaid fees (including FILO Applicable Premium) and all expenses, reimbursements, indemnities and other obligations and indebtedness relating to the FILO Term Loan (including all interest and fees accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding, obligations and liabilities of any of the Loan Parties to any of the FILO Term Loan Lenders, the FILO Agent, or any indemnified party, individually or collectively, existing on the First Amendment Effective Date or arising thereafter, direct or indirect, joint or several, absolute or contingent, matured or unmatured, liquidated or unliquidated, secured or unsecured, arising by contract, operation of law or otherwise, arising or incurred under this Agreement or any of the other Loan Documents or in respect of any of the FILO Term Loans made or reimbursement or other obligations incurred or other instruments at any time evidencing any thereof).

“FILO Protective Advances” has the meaning assigned to such term in Section 2.04(c).

“FILO Term Loan” has the meaning set forth in Section 2.01(b).

“FILO Term Loan Commitment” means, as to any Lender, the obligation of such Lender, if any, to make FILO Term Loans in an aggregate principal not to exceed the amount set forth under the heading “FILO Term Loan Commitment” opposite such Lender’s name on the Commitment Schedule. The original aggregate amount of the FILO Term Loan Commitments is $375,000,000.

“FILO Term Loan Exposure” means with respect to any FILO Term Loan Lender, as of any date of determination (a) prior to the funding of the FILO Term Loan, the amount of such Lender’s FILO Term Loan Commitment, and (b) after the funding of the FILO Term Loan, the outstanding principal amount of the FILO Term Loan held by such Lender.

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“FILO Term Loan Facility” means the FILO Term Loan Commitments and the FILO Term Loans made hereunder.

“FILO Term Loan Lender” means a Lender that has a FILO Term Loan Commitment or that holds a portion of the FILO Term Loan.

“Financial Advisor” has the meaning set forth in Section 5.16.

“Financial Officer” means the chief financial officer, principal financial officer, principal accounting officer, treasurer, vice president of finance or controller of any Loan Party.

“First Amendment” means that certain First Amendment to Amended and Restated Credit Agreement dated as of August 31, 2022 by and among the Borrowers, the other Loan Parties party thereto, the Lenders party thereto, the Administrative Agent and the FILO Agent.

“First Amendment Effective Date” has the meaning set forth in the First Amendment.

“First Amendment Fee Letter” means that certain letter agreement dated as of August 31, 2022 by and between the Company and the Administrative Agent.

“First Amendment Funding Date” has the meaning set forth in the First Amendment.

“First Amendment Increase Termination Date” means August 30, 2023.

“First Amendment Temporary Increase Commitment” means, with respect to each Lender, the amount set forth on the Commitment Schedule opposite such Lender’s name, or in the Assignment and Assumption or other documentation or record (as such term is defined in Section 9-102(a)(70) of the New York Uniform Commercial Code) as provided in Section 9.04(b)(ii)(C) pursuant to which such Lender shall have assumed its First Amendment Temporary Increase Commitment, as applicable; provided, however, that at any time, the Borrower Representative may reduce the First Amendment Temporary Increase Commitment in its sole discretion.

“Fiscal Quarter” means each fiscal quarter of the Company and its Subsidiaries in relation to the Fiscal Year (as defined herein) of the Company and its Subsidiaries.

“Fiscal Year” means each fiscal year of the Company and its Subsidiaries comprised of the 52 or 53 week period ending on the Saturday nearest February 28 each year.

“Fixed Charge Coverage Ratio” means, at any date, the ratio of (a) Consolidated EBITDA minus Unfinanced Capital Expenditures to (b) Fixed Charges, all calculated for the period of four consecutive fFiscal qQuarters ended on such date (or, if such date is not the last day of a fFiscal qQuarter, ended on the last day of the fFiscal qQuarter most recently ended prior to such date).

“Fixed Charges” means, for any period, without duplication, cash interest expense, plus scheduled principal payments on Consolidated Total Indebtedness actually made, plus expenses for income taxes paid in cash, plus Restricted Payments paid in cash other than pursuant to Section 6.08(a)(i) through (v), plus scheduled cash Capital Lease Obligation payments (other than with respect to intercompany Indebtedness), all calculated for the Company and its Subsidiaries on a consolidated basis in accordance with GAAP.

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“Floor” means the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification, amendment or renewal of this Agreement or otherwise) with respect to the LIBOAdjusted Term SOFR Rate or CDOR Rate, as applicable. For the avoidance of doubt, (i) as of the First Amendment Effective Date, with respect to Revolving Borrowings, the Floor for each of the Adjusted Term SOFR Rate and the CDOR Rate shall be zero percent (0.00%), and (ii) with respect to FILO Term Loan Borrowings, the Floor for the Adjusted Term SOFR Rate shall be one percent (1.00%).

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

“Foreign Plan” means any employee benefit plan, program, policy, arrangement or agreement, including any pension or severance plan, arrangement or fund, post-employment or other social benefit scheme, bonus, incentive, profit-sharing, deferred compensation, plan or arrangement, maintained, sponsored or contributed to, or for which there is an obligation to contribute to, by any Loan Party or any ERISA Affiliate that is subject to any Requirements of Laws other than, or in addition to, the laws of the United States or any state thereof or the laws of the District of Columbia.

“Foreign Plan Event” means, with respect to any Foreign Plan, (a) the existence of unfunded liabilities in excess of the amount permitted under any Requirements of Law, or in excess of the amount that would be permitted absent a waiver from a Governmental Authority, (b) the failure to make any required contribution or payment under any Requirements of Law within the time permitted by any Requirements of Law for such contributions or payments, (c) the receipt of a notice from a Governmental Authority relating to the intention to terminate any such Foreign Plan or to appoint a trustee or similar official to administer any such Foreign Plan, or alleging the insolvency of any such Foreign Plan, (d) the incurrence of any liability by any Loan Party under any law on account of the complete or partial termination of such Foreign Plan or the complete or partial withdrawal of any participating employer therein, or (e) the occurrence of any transaction with respect to a Foreign Plan that is prohibited under any Requirements of Law and that could reasonably be expected to result in the incurrence of any liability by any Loan Party, or the imposition on any Loan Party of any fine, excise tax or penalty with respect to a Foreign Plan resulting from any noncompliance with any Requirements of Law.

“Foreign Subsidiary” means any existing or future direct or indirect Subsidiary of a Borrower organized under the laws of any jurisdiction other than the United States, any state thereof or the District of Columbia.

“Funding Account” has the meaning assigned to such term in Section 4.01(h).

“GAAP” means generally accepted accounting principles in the U.S.

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

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“Guarantee” of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or obligation; provided, that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business.

“Guaranteed Obligations” has the meaning assigned to such term in Section 10.01.

“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law due to their hazardous or deleterious properties or characteristics.

“Hilco Appraisal” means that certain appraisal prepared by Hilco Enterprise Valuation Services, LLC with respect to the Intellectual Property of the Company, dated as of August 12, 2022 and effective as of May 28, 2022.

“IBA” has the meaning assigned to such term in Section 1.05.

“Impacted Interest Period” has the meaning assigned to such term in the definition of “LIBO Rate”.

“Increasing Lender” has the meaning assigned to such term in Section 2.09(b).

“Incremental FILO Amendment” has the meaning assigned to such term in Section 2.09(b).

“Incremental FILO Lender” means, as of any date of determination, any Augmenting Lender or Increasing Lender that makes (or commits to make) Incremental FILO Loans, together with its permitted successors and assigns hereunder.

“Incremental FILO Loan” has the meaning assigned to such term in Section 2.09(b).

“Incremental FILO Push-Down Reserve “ means, as of any date of determination, an amount equal to the excess (if any) of (1) the aggregate outstanding principal amount of the Incremental FILO Loans at such time over (2) the “FILO Borrowing Base” (to be defined in an Incremental FILO Amendment in agreement with, and subject to customary terms and conditions reasonably acceptable to, the Incremental FILO Lenders, the Administrative Agent and the Borrowers).

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“Indebtedness” of any Person means, without duplication, (a) all obligations of such Person for borrowed money or with respect to deposits or advances of any kind, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) [reserved]all net payments that such Person would have to make in the event of an early termination, on the date Indebtedness of such Person is being determined, in respect of outstanding Swap Agreements;, (d) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (e) all obligations of such Person in respect of the deferred purchase price of property or services (excluding accruals and trade accounts payable incurred in the ordinary course of business), (f) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed (limited to the lesser of the amount of such Indebtedness and the value of such property), (g) all Guarantees by such Person of Indebtedness of others, (h) all Capital Lease Obligations of such Person, (i) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty, and (j) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor.

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

“Indemnitee” has the meaning assigned to such term in Section 9.03(b).

“Ineligible Institution” has the meaning assigned to such term in Section 9.04(b).

“Information” has the meaning assigned to such term in Section 9.12.

“Initial Post-Closing Appraisal” has the meaning assigned to such term in Section 5.11.

“Intellectual Property” means all “Intellectual Property” as such term is defined in each of the U.S. Security Agreement and the Canadian Security Agreement, respectively.

“Intellectual Property Security Agreement” means (a) with respect to any U.S. Intellectual Property of the Loan Parties, each confirmatory grant of security interest in intellectual property executed and delivered by any applicable Loan Party in favor of the Administrative Agent for filing with the United States Patent and Trademark Office, United States Copyright Office or the Canadian Intellectual Property Office (or other similar office or agency), as applicable, and (b) with respect to any Canadian Intellectual Property of the Loan Parties, each confirmatory grant of security interest in intellectual property executed and delivered by any applicable Loan Party in favor of the Administrative Agent for filing with the Canadian Intellectual Property Office, the United States Patent and Trademark Office or United States Copyright Office (or other similar office or agency), in each case, as the same may be amended, amended and restated, supplemented or otherwise modified from time to time.

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“Intercreditor Agreement” means any intercreditor or subordination agreement or arrangement (including intercreditor provisions incorporated into a document evidencing Indebtedness), in form and substance reasonably acceptable to the Administrative Agent and the FILO Agent, between the Administrative Agent and the holders of any Indebtedness (or any trustee, agent or other representative for such holders) that is permitted or required by the terms hereof to be (a) subordinated in priority of payment to the Secured Obligations and/or (b) pari passu with, junior to or, solely to the extent expressly permitted hereby withthe Liens securing the Secured Obligations (including with respect to any Lien on the “Property” as defined in the Senior Notes Indenture, as in effect on the First Amendment Effective Date, solely to the extent such Lien is granted in favor of any Person to secure Indebtedness for borrowed money), it being understood that any such Intercreditor Agreement shall provide that such junior Liens shall be “silent” (as reasonably determined by the Administrative Agent and the FILO Agent) in respect to Liens on Non-ABL Assets, senior to, the Liens securing the Secured Obligations.

“Interest Election Request” means a request by the Borrower Representative to convert or continue a Borrowing in accordance with Section 2.08 in substantially the form attached hereto as Exhibit H.

“Interest Payment Date” means,

(a) with respect to any Loan other than a FILO Term Loan: (i) with respect to any ABR Loan (other than a Swingline Loan) or Canadian Prime Rate Loan, the first Business Day of each calendar quarter and the Maturity Date, and (bii) with respect to any Eurodollar Loan or CDORTerm Benchmark Loan, the last day of each Interest Period applicable to the Borrowing of which such Loan is a part (and, in the case of a Eurodollar Borrowing or CDORTerm Benchmark Borrowing with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period) and the Maturity Date.; and

(b) with respect to any FILO Term Loan: (i) with respect to any ABR Loan, the first Business Day of each calendar quarter and the FILO Maturity Date, and (ii) with respect to any Term Benchmark Loan, the last day of each Interest Period applicable to the Borrowing of which such Loan is a part (and, in the case of a Term Benchmark Borrowing with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period) and the FILO Maturity Date.

“Interest Period” means, with respect to (i) any EurodollarTerm Benchmark Borrowing or(other than any CDOR Rate Borrowing), the period commencing on the date of such Eurodollar Borrowing or CDORTerm Benchmark Borrowing and ending on the numerically corresponding day in the calendar month that is, in the case of a EurodollarTerm Benchmark Borrowing, one, three (or solely with respect to Revolving Borrowings, six) months thereafter, and (in theeach case of a, subject to the availability for the Benchmark applicable to the relevant Loan or Commitment), as the Borrower Representative may elect and (ii) any CDOR Rate Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is one, two or three months thereafter (in each case, subject to the availability for the CDOR Rate and the availability of such period for the relevant Loan or Revolving Commitment), as the Borrower Representative may elect; provided, that (a) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day, unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day and, (b) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day