Exhibit 10.1

EXECUTION VERSION

FOURTH AMENDMENT TO AMENDED AND RESTATED

CREDIT AGREEMENT AND WAIVER

This FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND WAIVER (this “Amendment”), dated as of March 30, 2023, among BED BATH & BEYOND INC., a New York corporation (the “Company”), the other U.S. Borrowers party hereto, the Canadian Borrowers party hereto (collectively, the “Borrowers”), the other Loan Parties party hereto, the Lenders party hereto (constituting the Required Lenders), JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”), and Sixth Street Specialty Lending, Inc., as FILO Agent for the FILO Term Loan Lenders (in such capacity, the “FILO Agent”). Any and all capitalized terms used herein which are defined in the Credit Agreement and which are not otherwise defined herein shall have the same meaning in this Amendment as set forth in the Credit Agreement.

WHEREAS, reference is hereby made to the Amended and Restated Credit Agreement dated as of August 9, 2021 (as amended by that certain First Amendment to Amended and Restated Credit Agreement, dated as of August 30, 2022, that certain Second Amendment to Amended and Restated Credit Agreement and Waiver, dated as of February 7, 2023 and that certain Third Amendment to Amended and Restated Credit Agreement and Waiver, dated as of March 6, 2023, and as further amended, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”; and the Existing Credit Agreement, as the same may be further amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Company, the other Borrowers party thereto, the other Loan Parties party thereto, the Lenders from time to time party thereto, the Administrative Agent and the FILO Agent;

WHEREAS, certain Defaults and Events of Default have occurred and are continuing under the Credit Agreement, as further described herein;

WHEREAS, the Borrowers have requested the Administrative Agent, the FILO Agent and the Lenders to waive the Existing Events of Default (as defined below) and the Existing Defaults (as defined below);

WHEREAS, the Borrowers have requested, among other things, that the Administrative Agent and the Lenders amend certain provisions of the Existing Credit Agreement; and

WHEREAS, subject to the satisfaction (or waiver in accordance with the terms hereof) of the conditions set forth herein, the Administrative Agent, the FILO Agent and the Required Lenders are willing to so amend the Existing 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 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. Acknowledgement of Defaults and Events of Default. The Loan Parties hereby acknowledge that the circumstances set out in Schedule A are currently existing and constitute continuing Events of Default under the Credit Agreement (the “Existing Events of Default”) or existing Defaults under the Credit Agreement (the “Existing Defaults”). For the avoidance of doubt, “Existing Events of Default” or “Existing Defaults” are limited to the events described in Schedule A hereto that have occurred and are continuing immediately prior to the Fourth Amendment Effective Date.

2. Waiver and Amendments.

(a) Waiver. Subject to the satisfaction (or waiver in accordance with the terms hereof) of the conditions set forth in Section 3 below, and in reliance upon the representations and warranties of the Loan Parties set forth in the Loan Documents and in this Amendment, the Administrative Agent, the FILO Agent and the Lenders party hereto hereby agree and consent (on a one-time basis only) to, effective immediately and automatically as of the Fourth Amendment Effective Date, waive the Existing Events of Defaults and the Existing Defaults, including, for the avoidance of doubt, the failure to deliver notice to the Administrative Agent upon the occurrence of such Existing Defaults and Existing Events of Default and the making of any false or misleading representation, warranty, statement or information resulting from such Existing Defaults or Existing Events of Default prior to the Fourth Amendment Effective Date.

(b) Amendments to the Existing Credit Agreement. Subject to the satisfaction (or waiver in accordance with the terms hereof) of the conditions set forth in Section 3 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, the FILO Agent and the Lenders party hereto agree, effective as of the Fourth Amendment Effective Date, that the Existing Credit Agreement is hereby amended as reflected in the pages of the 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).

3. Conditions to Effectiveness. The effectiveness of this Amendment is subject to the satisfaction (or waiver by the Required Lenders and the Required FILO Lenders and in the case of conditions set forth in clauses (c), (d), (e) and (f) below, substantially concurrent satisfaction thereof) of each of the following conditions precedent (the date on which such conditions are satisfied being referred to herein as the “Fourth Amendment Effective Date”):

(a) After giving effect to this Amendment, the representations and warranties contained in this Amendment and in the Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Fourth Amendment Effective Date as

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though made on and as of such date (unless such representations or warranties are stated to relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) as of such earlier date); and no Default or Event of Default shall have occurred and be continuing on the Fourth Amendment Effective Date or result from this Amendment becoming effective in accordance with its terms.

(b) The Administrative Agent, the FILO Agent and Lenders constituting the Required Lenders shall have duly executed this Amendment and received counterparts to this Amendment which bear the signatures of the Loan Parties.

(c) The Administrative Agent and the FILO Agent shall have received an executed copy of an At Market Issuance Sales Agreement (the “Sales Agreement”) between the Company and B. Riley Securities, Inc. (“B. Riley”), with respect to an at-the-market offering program (“ATM Program”) under which the Company may offer and sell up to $300,000,000 of its shares of common stock, through B. Riley as sales agent, substantially in the form of Annex B hereto.

(d) The Company shall have on file with the SEC an effective Form S-3, including a base prospectus, and the Company shall have supplemented such base prospectus with a prospectus supplement, related to the ATM Program.

(e) The Administrative Agent and the FILO Agent shall have received evidence of the termination, cancellation and retirement of the Company’s Warrant to Purchase Series A Convertible Preferred Stock, PW-001, in form and substance acceptable to the Administrative Agent and the FILO Agent.

(f) The Administrative Agent and the FILO Agent shall have received an executed copy of the Common Stock Purchase Agreement (the “Equity Commitment Agreement”) between the Company and an affiliate of B. Riley, substantially in the form of Annex C hereto, pursuant to which B. Riley or an affiliate thereof commit to purchase up to $1,000,000,000 of the Company’s shares of common stock, which purchase commitment will be subject to, among other terms set forth in the Equity Commitment Agreement, the effectiveness of a registration statement on Form S-1 to be filed by the Company with the SEC.

4. Fees and Expenses. The Borrowers shall pay all fees and expenses for which invoices have been presented (including the reasonable fees and expenses of legal counsel and financial advisors), within two (2) Business Days after the Fourth Amendment Effective Date.

5. Representations and Warranties. Each of the Loan Parties represents and warrants to the Administrative Agent and the Lenders as follows:

(a) The execution and delivery of this Amendment and performance by each Loan Party of this Amendment and the Credit Agreement and the other transactions contemplated hereunder (collectively, the “Fourth Amendment Transactions”) are within each Loan Party’s corporate or other organizational powers and have been duly authorized by all necessary corporate or other organizational actions and, if required, actions by equity holders.

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(b) The Fourth Amendment Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect, (b) will not violate any Requirement of Law applicable to any Loan Party or any Subsidiary, (c) 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 (d) 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.

(c) Each of this Amendment and the Credit Agreement constitutes the legal, valid and binding obligations of the Loan Parties, enforceable against each such Loan Party in accordance with its terms except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability or a ruling of a United States Bankruptcy Court or any other court (including a court in Canada) having jurisdiction.

(d) After giving effect to this Amendment, the representations and warranties contained in this Amendment and the Loan Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or “Material Adverse Effect” in the text thereof, which representations and warranties are true and correct in all respects subject to such qualification) on and as of the Fourth Amendment Effective Date as though made on and as of such date (unless such representations or warranties are stated to relate to an earlier date, in which case such representations and warranties are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or “Material Adverse Effect” in the text thereof, which representations and warranties are true and correct in all respects subject to such qualification) as of such earlier date); and no Default or Event of Default has occurred and is continuing on and as of the Fourth Amendment Effective Date.

6. Covenants.

(a) Each of the Loan Parties, the FILO Agent and the Administrative Agent hereby agree to negotiate in good faith, to enter into within 3 Business Days following the Fourth Amendment Effective Date (or such later date as may be agreed in writing by the Administrative Agent and the FILO Agent in their sole discretion), (i) an amendment to, or an amendment and restatement of (the “Consignment Agreement Amendment”), Agreement for Consignment of Memo Merchandise, dated as of January 13, 2023, by and among Bed Bath & Beyond, Inc., a New York corporation, Liberty Procurement Co. Inc., a New York corporation, Buy Buy Baby, Inc., a Delaware corporation, and Harmon Stores, Inc., a Delaware corporation, as consignees thereunder, and RESTORE CAPITAL (BBB), LLC, a Delaware limited liability company, as consignor thereunder, in form and substance reasonably satisfactory to the Administrative Agent, the FILO Agent and the Loan Parties (the “Amended Consignment Agreement”), or (ii) any other consignment agreement in form and substance reasonably satisfactory to the Administrative Agent, the FILO Agent and the Loan Parties.

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(b) In connection with any determination by the Administrative Agent, the FILO Agent and the Loan Parties of reasonable satisfaction with the form and substance of Consignment Agreement Amendment, the FILO Agent, the FILO Term Loan Lenders party to this Amendment, the Administrative Agent, and the Revolving Lenders party to this Amendment hereby agree to amend the Credit Agreement to add an Event of Default to occur in the event that the consignment program governed by the Amended Consignment Agreement (or any modified or replacement consignment program in respect thereof) remains in effect as of August 15, 2023.

7. Release; Covenant Not to Sue. Each Loan Party hereby absolutely and unconditionally releases and forever discharges Administrative Agent, FILO Agent and each Lender, and any and all partners, members, managers, agents, participants, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof, together with all of the present and former directors, officers, agents and employees of any of the foregoing (each a “Released Party”), from any and all claims, obligations, demands or causes of action of any kind, nature or description, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise, which any Loan Party has had, now has or has made claim to have against any such person for or by reason of any act, omission, matter, cause or thing whatsoever arising under or related to the Loan Documents from the beginning of time to and including the date of this Amendment, whether such claims, obligations, demands and causes of action are matured or unmatured or known or unknown; provided, however, that the foregoing release and covenant not to sue set forth below shall not apply to any obligations of the Released Party under this Amendment or the Credit Agreement or any claims arising after the date of this Amendment with respect to acts, occurrences or events after the date of this Amendment. It is the intention of each Loan Party in providing this release that the same shall be effective as a bar to each and every claim, demand and cause of action specified, and in furtherance of this intention it waives and relinquishes all rights and benefits under Section 1542 of the Civil Code of the State of California, which provides:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

Each Loan Party acknowledges that it may hereafter discover facts different from or in addition to those now known or believed to be true with respect to such claims, demands, or causes of action and agree that this instrument shall be and remain effective in all respects notwithstanding any such differences or additional facts. Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.

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Each Loan Party, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Released Party above that it will not sue (at law, in equity, in any regulatory proceeding or otherwise) any Released Party on the basis of any claim released, remised and discharged by such Loan Party pursuant to the above release. If any Loan Party or any of its successors, assigns or other legal representations violates the foregoing covenant, Loan Parties, for themselves and their successors, assigns and legal representatives, agree to pay, in addition to such other damages as any Released Party may sustain as a result of such violation, all reasonable attorneys’ fees and costs incurred by such Released Party as a result of such violation.

8. Affirmation of Obligations. Each of the Loan Parties hereby acknowledges, agrees and affirms (a) its obligations under the Credit Agreement and the other Loan Documents to which it is a party, including, without limitation, its guaranty obligations thereunder, (b) that such guaranty shall apply to the Secured Obligations in accordance with the terms of the applicable Loan Document, (c) the grant of the security interest in all of its assets constituting Collateral pursuant to the Loan Documents, and (d) that such liens and security interests created and granted are valid and continuing and secure the Secured Obligations in accordance with the terms of the applicable Loan Document. This Amendment is not intended to and shall not constitute a novation of the Existing Credit Agreement or any of the “Obligations” or “Secured Obligations” as defined therein.

9. No Waiver. Except as expressly set forth herein, the terms and conditions of the Credit Agreement and other Loan Documents shall remain in full force and effect. Nothing in this Amendment shall be deemed to be or construed as a waiver of any Event of Default (other than Existing Events of Default), Cash Dominion Period, or of any right, remedy or claim of the Administrative Agent, the FILO Agent or the Lenders with respect thereto, and the Administrative Agent, the FILO Agent and the Lenders specifically reserve the right to exercise any such right, remedy or claim based upon any Event of Default now existing or hereafter arising.

10. Amendment as Loan Document; Enforcement. The Loan Parties, the Administrative Agent, the FILO Agent and the Lenders party hereto constituting the applicable Lenders hereby acknowledge and agree that this Amendment constitutes a “Loan Document” under the Credit Agreement. Accordingly, it shall be an Event of Default under the Credit Agreement if (i) any representation or warranty made by the Loan Parties under or in connection with this Amendment shall prove to have been materially incorrect when made or deemed made, or (ii) the Loan Parties shall fail to perform or observe any term, covenant or agreement contained in this Amendment. Nothing contained in this Amendment shall prejudice or otherwise affect the Lender’s rights to enforce the provisions contained herein upon the default by any Loan Party in the performance thereof.

11. Headings. Section headings used herein are for the convenience of the parties only and shall not constitute a part of this Amendment for any other purpose.

12. Amendments; Extensions. The terms of this Amendment may be modified, waived, or amended only by a writing executed by all of the parties hereto; provided, however, that any due dates with respect to any Loan Parties’ obligation to comply with any covenant or deliver any deliverable contemplated by this Amendment shall be permitted to be extended with the consent of the Administrative Agent, acting on behalf of the Revolving Lenders party hereto and the FILO Agent, acting on behalf of the FILO Term Loan Lenders party hereto.

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13. Entire Agreement; Continuing Effect. This Amendment constitutes the entire understanding among the parties hereto as to the subject matter hereof and supersedes any and all prior agreements or understandings by the Administrative Agent, the FILO Agent or any of the Lenders in exercising any of their rights against the Loan Parties or the Collateral. Except as expressly provided herein, the Loan Documents shall continue unchanged and in full force and effect, and all rights, powers and remedies of the Administrative Agent, the FILO Agent and the Lenders thereunder are expressly reserved and unaltered.

14. Expenses. The Borrowers hereby agree to pay all reasonable and documented expenses incurred by the Administrative Agent, the FILO Agent and each of the Lenders executing this Amendment in connection with the matters relating to the negotiation, preparation and execution of this Amendment, and the modification or enforcement of any of the terms hereof, including, without limitation, the reasonable and documented fees and disbursements of counsel to the Administrative Agent, the FILO Agent and each of the Lenders, in each case, in accordance with the terms of the Credit Agreement.

15. Governing Law; Waiver of Jury Trial. Section 9.09 (Governing Law; Jurisdiction; Consent to Service of Process) and Section 9.10 (Waiver of Jury Trial) of the Credit Agreement are hereby incorporated by reference, mutatis mutandis.

16. Counterparts. This Amendment may be signed in counterparts by the parties hereto, each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute one and the same agreement. Delivery of an executed counterpart of this Amendment by telecopier or electronic mail shall be equally effective as delivery of an original executed counterpart of this Amendment.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered as of the date first above written.

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Schedule A

Existing Defaults and Existing Events of Default

ANNEX A

Credit Agreement

(See Attached)

Execution VersionEXECUTION VERSION

CONFORMED THROUGH THIRDFOURTH AMENDMENT

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 BANK, LTD.,

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 BANK, LTD. 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 &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 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:

“2023 FILO Term Loan” has the meaning specified therefor in Section 2.01(b)(ii).

“2023 FILO Term Loan Commitment” means, as to any Lender, the obligation of such Lender, if any, to make 2023 FILO Term Loans in an aggregate principal not to exceed the amount set forth under the heading “2023 FILO Term Loan Commitment” opposite such Lender’s name on the Commitment Schedule. As of the Second Amendment Effective Date, the original aggregate amount of the 2023 FILO Term Loan Commitments is $100,000,000.

“2023 FILO Term Loan Lender” means a Lender that has a 2023 FILO Term Loan Commitment or that holds a portion of the 2023 FILO Term Loan.

“2023 FILO Term Loan Obligations” means any FILO Obligations with respect to the 2023 FILO Term Loan (including, without limitation, the principal thereof, the interest thereon, and the fees and expenses specifically related thereto).

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

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

(g)     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)     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);

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 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.

“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.

“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.

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“Adjusted Term SOFR Rate” means, for purposes of any calculation, a rate per annum equal to (a) the Term SOFR Rate for such calculation, 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 SecondFourth Amendment Effective Date, the Aggregate Revolving Commitment is $565300 ,000,000.

“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.

“Alix” means AlixPartners, LLP.

“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 Term SOFR Rate for a one month Interest Period as published two (2) U.S. Government Securities Business Days prior to such day plus 1%. Any change in the ABR due to a change in the Prime Rate, the

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NYFRB Rate or Adjusted Term SOFR shall be effective from and including the effective date of such change in the Prime Rate, the NYFRB Rate or Adjusted Term SOFR, respectively. 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.

“Ancillary Document” has the meaning assigned to it in Section 9.06.

“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.

“Anti-Money Laundering Laws” has the meaning assigned to it in Section 3.20.

“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), (b) 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), (b) or (c) above.

“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 Term SOFR or CDOR Spread”, as the case may be, based upon the Average Quarterly Availability during the most recently ended Fiscal Quarter of the Company; provided that the “Applicable Rate” shall be the applicable rates per annum set forth below in Category 3 during the period from the Second Amendment Effective Date to, and including, the last day of the Fiscal Quarter end of the Company occurring on or around February 28, 2023:

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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 Fiscal Quarter of the Company (each such date, a “Quarterly Adjustment Date”; provided, for the avoidance of doubt, from and after the Second 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 Fiscal Quarter, 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 Fiscal Quarter 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 Fiscal Quarter 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 Fiscal Quarter end of the Company occurring after the Restatement Effective Date:

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

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(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 Budget” has the meaning assigned to it in Section 5.17.

“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.

“April Equity Tranche” has the meaning assigned to such term in the definition of Funding Failure.means not less than $15,000,000 of Specified Equity Proceeds required to be received by the Company for the Equity Proceeds Testing Period ending on April 4, 2023 pursuant to Section 6.18.

“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 Bank, Ltd. and TD Bank, N.A., in its capacity as joint bookrunner and joint lead arranger hereunder.

“ARS Disposition” means any sale or other Disposition of auction rate securities held by any Loan Party or any Subsidiary of any Loan Party.

“ARS Disposition Reserve” means an amount equal to 100% of the Net Cash Proceeds of all ARS Dispositions that are received by a Loan Party or any Subsidiary of a Loan Party following the Second Amendment Effective Date.

“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).

“Attorney” has the meaning assigned to it in Section 8.01.

“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.

“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 (e) of Section 2.14.

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“Average Quarterly Availability” means, for any Fiscal Quarter of the Company, an amount equal to the average daily Availability during such Fiscal Quarter, 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 Fiscal Quarter 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.

“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,

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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 and the 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 (b) of Section 2.14.

“Benchmark Replacement” means, with respect to any Benchmark 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 “Benchmark Replacement” shall mean the alternative set forth in (2) below:

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

(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.

If the Benchmark Replacement as determined pursuant to clause (1) or (2) 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, 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

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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.

“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.

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

“Benchmark Transition Event” means, 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);

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(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 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”.

“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 any FILO Term Loan, “Borrower” shall mean a U.S. Borrower, and “Borrowers” means all U.S. Borrowers collectively.

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“Borrower Intellectual Property” has the meaning assigned to it in Section 3.05.

“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 Term Benchmark Loans, as to which a single Interest Period is in effect, (b) a Swingline Loan, (c) a Protective Advance and (d) the borrowings consisting of FILO Term Loans made by the FILO Term Loan Lenders as provided in Section 2.01(b).

“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.

“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 Loan referencing the Adjusted 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 be any such day that 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.

“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.

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“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 Entities” means, collectively, BBB Canada Ltd., a Canadian federal company and Bed Bath & Beyond Canada L.P., an Ontario limited partnership.

“Canadian Proceeding” means a proceeding commenced by one or more Canadian Loan Parties pursuant to the CCAA or the BIA so long as the terms of any orders granted in such proceeding are in form and substance acceptable to the Administrative Agent and the FILO Agent, each acting reasonably, including, without limitation, the requirement that any such orders: (i) confirm that the Administrative Agent, the FILO Agent and the Lenders shall be unaffected by any compromise in such proceedings; (ii) approve court-ordered charges ranking in priority to the Liens securing the Obligations only to the extent such court-ordered charges are on terms and in amounts acceptable to the Administrative Agent and the FILO Agent in their sole discretion; (iii) provide that the Canadian Borrowers shall not be entitled to incur any further Borrowings or other extensions of credit hereunder following the commencement of such proceedings without the consent of the Administrative Agent and the FILO Agent; and (iv) approve cash management arrangements acceptable to the Administrative Agent and the FILO Agent in their sole discretion, including the application of any proceeds of any store closing sale or liquidation to the repayment of the Obligations subject only to such reserves for the expenses of such proceeding as are acceptable to the Administrative Agent and the FILO Agent ; provided that any non-plenary ancillary proceeding (that respects the foregoing conditions (i)-(iv)) commenced by one or more Canadian Loan Parties, including without limitation, the commencement of a proceeding under chapter 15 of the Bankruptcy Code, shall be considered a Canadian Proceeding.

“Canadian Proceeding Date” means the date on which a Canadian Proceeding or any other insolvency proceeding in respect of any Canadian Loan Party has commenced.

“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.

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

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“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 August 31, 2022, 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 (a) prior to the Canadian Proceeding Date, $75,000,000 and (b) from and after the Canadian Proceeding Date, $0.

“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 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,

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(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 Collateral” has the meaning assigned to it in Section 8.07.

“Cash Dominion Period” means the period commencing on the Second Amendment Effective Date until all Obligations have been Paid in Full and all Commitments have been terminated.

“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.

“CDOR Rate” means, for the relevant Interest Period, the Canadian Dollar offered rate which, in turn means on any day the annual rate of interest determined with reference to the arithmetic average of the discount rate quotations of all institutions listed in respect of the relevant Interest Period for Canadian Dollar-denominated bankers’ acceptances displayed and identified as such by Refinitiv (the “CDOR Screen Rate”), as of approximately 10:15 a.m. Toronto local time on such day and, if such day is not a Business Day, then on the immediately preceding Business Day (as adjusted by the Administrative Agent after 10:15 a.m. Toronto local time to reflect any error in the posted rate of interest or in the posted average annual rate of interest); provided, that, (x) if the CDOR Rate shall be less than the Floor, such rate shall be deemed to be 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).

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“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 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, Protective Advances, FILO Term Loans, Initial FILO Term Loans or 2023 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).

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“Code” means the Internal Revenue Code of 1986.

“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 First Amendment Effective Date, Collateral includes assets of the type included in the Revolving Borrowing Base, the FILO Borrowing Base, Intellectual Property, additional assets related to the foregoing, and proceeds of the foregoing, all as more specifically described in the Collateral Documents. 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” means (a) the deposit accounts identified as a “Collection” account on the schedules to the Security Agreement and (b) each other deposit account identified by the Borrower Representative as a “Collection Account” pursuant to a written notice to the Administrative Agent and the FILO Agent. For the avoidance of doubt, Collection Account shall not include any Specified Collateral Account.

“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).

“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.

“Control Collateral” has the meaning assigned to it in Section 8.07.

“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,

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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, (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 Fiscal Quarters (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 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.

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“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:

“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.

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“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.

“Daily Simple SOFR” means, for any day (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.

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“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.

“Discharge 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.

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“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 Bank, Ltd., 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.

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

“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.

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“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.

“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

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

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

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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), (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

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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 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

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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 Section 5.11 or 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 Acceptable Inventory 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).

“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;

(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

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(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 5.11; 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 conducted at the Company’s election pursuant to this paragraph shall not count against 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.

“Equity Commitment” means (a) the underwritten public offering of Equity Interests of the Company contemplated by clause (d) of the definition of Equity Commitment Documents with respect to the initial funding of the Equity Investment described in the Second Amendment and (b) the obligation of the holders of the Equity Commitment Document described in clause (b) of such definition to purchase Equity Interests of the Company pursuant to the Company’s Forced Exercise or Voluntary Exercise right, and collectively pursuant to clauses (a) and (b), with aggregate gross consideration paid to the Company of approximately up to $1,025,000,000, in accordance with the Equity Commitment Documents.

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“Equity Commitment Documents” means the (a) Warrants to Purchase Common Stock issued by the Company, dated as of the Second Amendment Effective Date, (b) Warrants to Purchase Series A Convertible Preferred Stock issued by the Company, dated as of the Second Amendment Effective Date, (c) Certificate of Amendment of Series A Convertible Preferred Stock of Bed Bath & Beyond Inc., dated as of February 6, 2023, and (d) Underwriting Agreement, dated as of the Second Amendment Effective Date, by and between the Company and B. Riley Securities, Inc., as underwriter, collectively , the (a) the Sales Agreem ent (as defined in the Fourth Am endm ent) and (b) the Equity Comm itm ent Agreement (as defined in the Fourth Am endm ent), in each case, as amended, restated, modified or supplemented from time to time in accordance with the terms of this Agreement.

“Equity Commitment Period” means the period from and including the Secondcomm encing on the Fourth Amendment Effective Date until the earlier of (a) the date that is five (5) business days following the first anniversary of the Issuance Date (as defined in the Equity Commitment Document described in clause (b) of such definition as in effect on the Second Amendment Effective Date), (b) the occurrence of a Funding Failure and (c) the funding of the entirety of the Equity Commitment to the Company pursuant to the Equity Commitment Documents.and ending on the first date on which the Loan Parties fail to comply with any provision of Section 6.18.

“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.

“Equity Proceeds Reserve” means an aggregate amount equal to fifty percent (50%) of the net cash proceeds of each portion or installment received by the Borrower pursuant to each Forced Exercise or Voluntary Exercise; provided that no such reserve will apply until the aggregate amount of cash proceeds received by the Company after the Second Amendment Effective Date pursuant to Forced Exercises or Voluntary Exercises exceeds $235,000,000.

“ Equity Proceeds Reserve” means the Reserves required to be im plem ented pursuant to Section 5.18.

“Equity Proceeds Testing Period” has the meaning specified therefor in Section 5.18(b).

“ Equity Term ination Event” means the occurrence of any of the following: (a) the term ination of any Equity Docum ent, (b) the suspension of sales of the Compan y’ s common stock under the Equity Docum ents, (c) trading of the Com pany ’s comm on stock on The Nasdaq Stock Market or another national securities market shall have been suspended for a period of at least 3 consecutive Business Days, (d)  the Com pany ’s comm on stock shall not be listed for trading on The Nasdaq Stock Market or another national securities market or (e) the failure to satisfy any conditions to any party ’s rights or obligations under any Equity Docum ent (other than, with respect to the Sales Agreem ent, due to the Com pany ’s failure to satisfy the eligibility requirem ents set forth under General Instruction I.A. of Form S-3 and General Instruction I.B. and I.D. of Form S-3 as a result of the Compan y’ s filing with the SEC of the Com pany ’s annual report on Form 10-K for the year ended February 25, 2023 (or the Com pany ’s failure to file such report by its due date)), whether or not such obligations have been continued to be performed, and such failure continues for more than 3 consecutive Business Days.

“ERISA” means the Employee Retirement Income Security Act of 1974, and the rules and regulations promulgated thereunder.

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“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; (e) an event that gives rise to direct or contingent liability on any Borrower or any ERISA Affiliate under Title IV of ERISA; (f) 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; (g) 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; (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, in “critical” or “endangered” status 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 I 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.

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

“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

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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, 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, 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, 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 FILO Term Loan Indebtedness” has the meaning specified therefor in Section 2.01(b)(iv).

“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).

“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

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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 2023 FILO Term Loans (or deemed prepayment in the case of an acceleration of the 2023 FILO Term Loans), a premium equal to (i) the Make-Whole Amount if such prepayment is made on or after the Second Amendment Effective Date but prior to the date that is 18 months following the Second Amendment Effective Date, (ii) 2% of the principal amount of such prepayment (or deemed prepayment in the case of an acceleration of the 2023 FILO Term Loans) if such prepayment is made on or after the date that is 18 months following the Second Amendment Effective Date but prior to the date that is 30 months following the Second Amendment Effective Date and (iii) 1% of the principal amount of such prepayment (or deemed prepayment in the case of an acceleration of the 2023 FILO Term Loans) if such prepayment is made on or after the date that is 30 months following the Second Amendment Effective Date but prior to the date that is 36 months following the Second Amendment Effective Date; provided, however, that solely in connection with any prepayment of the 2023 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 Second Amendment Effective Date, the 2023 FILO Applicable Premium shall mean the lesser of (A) the applicable 2023 FILO Applicable Premium described in this definition (without giving effect to this proviso) and (B) (x) 7% of the principal amount of such prepayment (or deemed prepayment in the case of an acceleration of the 2023 FILO Term Loans) if such prepayment (or deemed prepayment in the case of an acceleration of the 2023 FILO Term Loans) is made after the Second Amendment Effective Date but prior to the date that is 6 months following the Second Amendment Effective Date and (b) 5% of the principal amount of such prepayment (or deemed prepayment in the case of an acceleration of the 2023 FILO Term Loans) if such prepayment (or deemed prepayment in the case of an acceleration of the 2023 FILO Term Loans) is made on or after the date that is 6 months following the Second Amendment Effective Date but prior to the date that is 18 months following the Second Amendment Effective Date.

“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, (a) the lesser of (i) 68% and (ii) the Net Orderly Liquidation Value percentage identified in the most recent Acceptable Inventory Appraisal, received after the Second Amendment Effective Date, or the most recent update thereto delivered pursuant to Section 5.01(i), multiplied by (b) 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

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(iii) 100% multiplied by (a) the lesser of (i) 68% and (ii) the Net Orderly Liquidation Value percentage identified in the most recent Acceptable Inventory Appraisal, received after the Second Amendment Effective Date, or the most recent update thereto delivered pursuant to Section 5.01(i), multiplied by (b) 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 (a) the lesser of (i) 68% and (ii) the Net Orderly Liquidation Value percentage identified in the most recent Acceptable Inventory Appraisal, received after the Second Amendment Effective Date, or the most recent update thereto delivered pursuant to Section 5.01(i), multiplied by (b) 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 May 28, 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 May 28, 2023 and (B) an amount equal to $75,000,000 upon the consummation of any Disposition of the Subject Division.

“FILO Deficiency Reserve” means the result of (i) the amount, if any, by which $229,000,000 exceeds the amount of the most recent FILO Borrowing Base minus (ii) any repayments of the principal of the FILO Term Loans after the Second Amendment Effective Date; provided, that, the FILO Deficiency Reserve shall not be less than zero.

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

“FILO Fee Letter” means that certain amended and restated fee letter agreement dated as of the Second Amendment Effective Date 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 if any of the 2024 Senior Notes are outstanding as of such date.

“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 (including, without limitation, the FILO Term Loan PIK Amount) of and accrued and unpaid interest on the FILO Term Loan, all accrued and unpaid fees (including the 2023 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,

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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 Specified Amount” means an amount equal to $53,897,500 representing the FILO Applicable Premium (as defined in this Agreement prior to giving effect to the Second Amendment) that became due and payable to the FILO Agent, for the ratable account of the Initial FILO Term Loan Lenders, as of January 25, 2023. The FILO Specified Amount constitutes a portion of the Initial FILO Term Loan pursuant to Section 2.01(b)(i).

“FILO Term Loan” means the Initial FILO Term Loan and the 2023 FILO Term Loan, individually or collectively, as the context requires.

“FILO Term Loan Commitments” means, as to any Lender, the Initial FILO Term Loan Commitment and the 2023 FILO Term Loan Commitment, individually or collectively, as the context requires.

“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 2023 FILO Term Loan, the sum of the amount of such Lender’s 2023 FILO Term Loan Commitment and the outstanding principal amount of the Initial FILO Term Loan, and (b) after the funding of the 2023 FILO Term Loan, the outstanding principal amount of the FILO Term Loan held by such Lender.

“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.

“FILO Term Loan PIK Amount” means, as of any date of determination, the amount of all interest accrued with respect to the FILO Specified Amount that has been paid in kind by being added to the balance thereof in accordance with Section 2.13(e).

“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.

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“First Testing Date” has the meaning assigned to such term in Section 5.17.

“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 Fiscal Quarters ended on such date (or, if such date is not the last day of a Fiscal Quarter, ended on the last day of the Fiscal Quarter 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.

“Floor” means the benchmark rate floor, if any, provided in this Agreement (as of the execution of this Agreement, the modification, amendment or renewal of this Agreement or otherwise) with respect to the Adjusted 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%).

“Forced Exercise” has the meaning assigned to such term in Section 1(d) of the Equity Commitment Document described in clause (b) of such definition.

“Forced Exercise Date” has the meaning assigned to such term in Section 1(d) of the Equity Commitment Document described in clause (b) of such definition.

“Forced Exercise Eligibility Date” has the meaning assigned to such term in Section 1(d) of the Equity Commitment Document described in clause (b) of such definition.

“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

34

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.

“Fourth Amendment” means that certain Fourth Amendment to Amended and Restated Credit Agreement and Waiver dated as of March 30, 2023 by and among the Borrowers, the other Loan Parties party thereto, the Lenders party thereto, the Administrative Agent and the FILO Agent.

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

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

“Funding Failure” means (a) with respect to clause (i) of the definition of Required Funding Date, the failure by the Company to receive at least $87,000,000 pursuant to the Equity Commitment Documents, (b) with respect to clause (ii) of the definition of Required Funding Date, the failure by the Company to receive at least $100,000,000 pursuant to the Equity Commitment Documents (the “April Equity Tranche”), (c) with respect to any other Required Funding Date, the failure by the Company to receive the aggregate cash exercise price payable with respect to a Forced Exercise (assuming full exercise in respect of the Maximum Forced Exercise Share Amount (as such term is defined in the Equity Commitment Document described in clause (b) of such definition) with respect to such Forced Exercise as set forth in the Equity Commitment Documents described in clause (b) of the definition thereof) on such Required Funding Date; provided, that if a Forced Exercise could not occur because of the Company’s failure to satisfy clauses (xi) and (xiii) of the “Equity Conditions” (as such term is defined in the Equity Commitment Document described in clause (b) of such definition) on such date, the Company shall have until the date that is five (5) Trading Days following such Required Funding Date to consummate the Forced Exercise prior to it resulting in a Funding Failure, (d) the failure to satisfy clause (x) of the “Equity Conditions” (as such term is defined in the Equity Commitment Document described in clause (b) of such definition) which continues for a period of 5 Business Days following the date of the failure to satisfy such condition, or (e) a holder of the Equity Commitment Document described in clause (b) of such definition repudiates in writing any of its obligations to purchase equity under the Equity Commitment Documents (including pursuant to a termination or revocation of such obligations).

“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.

“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

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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.

“Guarantor Payment” has the meaning assigned to it in Section 10.11.

“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” means Hilco Enterprise Valuation Services, LLC.

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

“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) 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.

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“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 Budget” has the meaning specified therefor in the Second Amendment.

“Initial FILO Term Loan” has the meaning specified therefor in Section 2.01(b)(i).

“Initial FILO Term Loan Commitment” means, as to any Lender, the obligation of such Lender, if any, to make Initial FILO Term Loans in an aggregate principal not to exceed the amount set forth under the heading “Initial FILO Term Loan Commitment” opposite such Lender’s name on the Commitment Schedule. As of the First Amendment Effective Date, the original aggregate amount of the Initial FILO Term Loan Commitments was $375,000,000 and, as of the Second Amendment Effective Date, the amount of Initial FILO Term Loan Commitments is $0.

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

“Initial FILO Term Loan Obligations” means any FILO Obligations with respect to the Initial FILO Term Loan (including, without limitation, the principal thereof, the interest thereon, and the fees and expenses specifically related thereto). For the avoidance of doubt, the Initial FILO Term Loan Obligations shall include the FILO Specified Amount and the interest thereon.

“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.

“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) junior to the 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 the Liens securing the Secured Obligations.

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“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 (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)month 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)month and the FILO Maturity Date.

“Interest Period” means, with respect to (i) any Term Benchmark Borrowing (other than any CDOR Rate Borrowing), the period commencing on the date of such Term Benchmark Borrowing and ending on the numerically corresponding day in the calendar month that is, in the case of a Term Benchmark Borrowing, one, three (or solely with respect to Revolving Borrowings, six) months thereafter (in each case, 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, (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 of the last calendar month of such Interest Period, and (c) no tenor that has been removed from this definition pursuant to Section 2.14(e) shall be available for specification in any Borrowing Request or Interest Election Request. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

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

“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of Equity Interests of another person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or interest in, another Person or (c) any Acquisition. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.

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“Investment Reserve” means an amount equal to $25,000,000.

“IRS” means the United States Internal Revenue Service.

“ISDA Definitions” means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time by the International Swaps and Derivatives Association, Inc. or such successor thereto.

“Issuing Bank” means, individually and collectively, each of JPMCB, PNC Bank, National Association, Wells Fargo Bank, National Association, Bank of Montreal, Bank of America, N.A., MUFG Bank, Ltd. and TD Bank, N.A. in its capacity as an issuer of Letters of Credit hereunder, and any other Revolving Lender from time to time designated by the Borrower Representative as an Issuing Bank, with the consent of such Revolving Lender and the Administrative Agent, and their respective successors in such capacity as provided in Section 2.06(i). Any Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by its Affiliates, in which case the term “Issuing Bank” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate (it being agreed that such Issuing Bank shall, or shall cause such Affiliate to, comply with the requirements of Section 2.06 with respect to such Letters of Credit). At any time there is more than one Issuing Bank, all singular references to the Issuing Bank shall mean any Issuing Bank, either Issuing Bank, each Issuing Bank, the Issuing Bank that has issued the applicable Letter of Credit, or both (or all) Issuing Banks, as the context may require.

“Issuing Bank Sublimits” means, as of the RestatementFourth Amendment Effective Date, (a) $327,14728,85874, in the case of JPMCB, (b) $327,14728,8574 in the case of PNC Bank, National Association, (c) $327,14728,8574 in the case of Wells Fargo Bank, National Association, (d) $327,14728,8574 in the case of Bank of Montreal, (e) $327,14728,85740 in the case of Bank of America, N.A., (f) $10,000,0008,626,756 in the case of MUFG Bank, Ltd., (g) $327 ,147 28,8 574 in the case of TD Bank, N.A., and (h) such amount as shall be designated to the Administrative Agent and the Borrower Representative in writing by an Issuing Bank; provided that, any Issuing Bank shall be permitted at any time to increase or reduce its Issuing Bank Sublimit upon providing five (5) days’ prior written notice thereof to the Administrative Agent and with the consent of the Borrower Representative (such consent not to be unreasonably withheld).

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

“Joinder Agreement” means a Joinder Agreement in substantially the form of Exhibit E.

“JPMCB” means JPMorgan Chase Bank, N.A., a national banking association, in its individual capacity, and shall include its domestic and foreign branches, as applicable, and its successors.

“JPMCB Parties” has the meaning assigned to it in Section 9.18

“LC Collateral Account” has the meaning assigned to such term in Section 2.06(j).

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

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“LC Exposure” means, at any time, the sum of (a) the aggregate undrawn Dollar Equivalent amount of all Letters of Credit outstanding at such time plus (b) the aggregate Dollar Equivalent of all LC Disbursements relating to Letters of Credit that have not yet been reimbursed by or on behalf of the Borrowers at such time. The LC Exposure of any Revolving Lender at any time shall be its Applicable Percentage of the aggregate LC Exposure at such time. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Article 29(a) of the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce Publication No. 600 (or such later version thereof as may be in effect at the applicable time) or Rule 3.13 or Rule 3.14 of the International Standby Practices, International Chamber of Commerce Publication No. 590 (or such later version thereof as may be in effect at the applicable time) or similar terms of the Letter of Credit itself, or if compliant documents have been presented but not yet honored, such Letter of Credit shall be deemed to be “outstanding” and “undrawn” in the amount so remaining available to be paid, and the obligations of the Borrowers and each Lender shall remain in full force and effect until the Issuing Bank and the Lenders shall have no further obligations to make any payments or disbursements under any circumstances with respect to any Letter of Credit.

“LC Reserve” means an amount equal to 25% of the amount that (i) the maximum aggregate undrawn Dollar Equivalent amount of all Letters of Credit outstanding as of the Second Amendment Effective Date exceeds (ii) the maximum aggregate undrawn Dollar Equivalent amount of all Letters of Credit outstanding as of the last Business Day of any calendar week following the Second Amendment Effective Date, such amount not to be less than zero.

“Lender Presentation” means a lender presentation, in a form and substance to be mutually agreed by Company, Administrative Agent, and FILO Agent, which presentation shall include, among other things, monthly performance updates and liquidity projections.

“Lender-Related Person” has the meaning assigned to it in Section 9.03.

“Lenders” means the Persons (including without limitation the FILO Term Loan Lenders) listed on the Commitment Schedule and any other Person that shall have become a Lender hereunder pursuant to an Assignment and Assumption or otherwise in accordance with the terms of this Agreement, other than any such Person that ceases to be a Lender hereunder pursuant to an Assignment and Assumption or otherwise. Unless the context otherwise requires, the term “Lenders” includes the Swingline Lender and each Issuing Bank.

“Letters of Credit” means the standby or commercial letters of credit issued pursuant to this Agreement (including the Exiting Letters of Credit), and the term “Letter of Credit” means any one of them or each of them singularly, as the context may require.

“Letter of Credit Agreement” has the meaning assigned to it in Section 2.06(b).

“Liabilities” means any losses, claims (including intraparty claims), demands, damages or liabilities of any kind.

“Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.

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“Line Cap” means, at any time, the lesser of the Aggregate Revolving Commitment and the Revolving Borrowing Base.

“Liquidity” means, as of any date of determination, the sum of (x) unrestricted cash and cash equivalents of the Company and its Subsidiaries as of such date plus (y) Availability as of such date.

“Loan Documents” means, collectively, this Agreement, any promissory notes issued pursuant to this Agreement, any Letter of Credit Agreement, the Collateral Documents, the First Amendment Fee Letter, the FILO Fee Letter, the Confirmation Agreement, each Compliance Certificate, the Loan Guaranty, any Intercreditor Agreement, all Credit Card Notifications and all other agreements, instruments, documents and certificates executed and delivered to, or in favor of, the Administrative Agent, the FILO Agent or any Lender and including all other pledges, powers of attorney, consents, assignments, contracts, notices, letter of credit agreements, letter of credit applications and any agreements between the Borrower Representative and the Issuing Bank regarding the Issuing Bank’s Issuing Bank Sublimit or the respective rights and obligations between the applicable Borrower and the Issuing Bank in connection with the issuance by the Issuing Bank of Letters of Credit, and all other written matter whether heretofore, now or hereafter executed by or on behalf of any Loan Party, or any employee of any Loan Party, and delivered to the Administrative Agent, the FILO Agent or any Lender in connection with this Agreement or the transactions contemplated hereby.     Any reference in this Agreement or any other Loan Document to a Loan Document shall include all appendices, exhibits or schedules thereto, and all amendments, restatements, supplements or other modifications thereto, and shall refer to this Agreement or such Loan Document as the same may be in effect at any and all times such reference becomes operative.

“Loan Guarantor” means each Loan Party.

“Loan Guaranty” means Article X of this Agreement.

“Loan Parties” means, collectively, the Borrowers and each other Subsidiary of the Company that becomes a party to this Agreement pursuant to a Joinder Agreement and their respective successors and assigns, and the term “Loan Party” shall mean any one of them or all of them individually, as the context may require.

“Loans” means the loans and advances made by the Lenders pursuant to this Agreement, including Swingline Loans, Protective Advances and FILO Term Loans.

“Make-Whole Amount” means (a) an amount equal to the difference (which shall not be less than zero) between (1) the aggregate amount of interest (including, without limitation, interest payable in cash, in kind or deferred) which would have otherwise been payable on the amount of the principal prepayment of the 2023 FILO Term Loan from the date of prepayment (or deemed prepayment in the case of an acceleration of the 2023 FILO Term Loan) until the 18th month anniversary of the Second Amendment Effective Date, minus (2) the aggregate amount of interest Lenders would earn if the prepaid (or deemed prepaid in the case of an acceleration of the 2023 FILO Term Loan) 2023 FILO Term Loan was reinvested for the period from the date of prepayment (or deemed prepayment in the case of an acceleration of the 2023 FILO Term Loan) until the 18th month anniversary of the Second Amendment Effective Date at the Treasury Rate plus 50 basis points per annum plus (b) an amount equal to the FILO Applicable Premium that would otherwise be payable as if such prepayment (or deemed prepayment in the case of an acceleration of the 2023 FILO Term Loan) had occurred on the day after the 18th month

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anniversary of the Second Amendment Effective Date. Notwithstanding the foregoing, to the extent the Make-Whole Amount becomes due and payable as a result of the occurrence of an Event of Default or acceleration of the 2023 FILO Term Loan (including in connection with the commencement of any Bankruptcy Event or other proceeding pursuant to any Bankruptcy Code or the BIA), the interest rate to be used in calculating the Make-Whole Amount pursuant to clause (a)(1) of the preceding sentence shall be the interest rate applicable to 2023 FILO Term Loan that is an ABR Borrowing plus 2.00% per annum for the period from the occurrence of such Event of Default or acceleration (including in connection with the commencement of any Bankruptcy Event or other proceeding pursuant to any Bankruptcy Code or the BIA) until the 18th month anniversary of the Second Amendment Effective Date.

“Margin Stock” means margin stock within the meaning of Regulations T, U and X, as applicable.

“Material Adverse Effect” means a material adverse effect on (a) the business, assets, financial condition or results of operations of the Company and its Subsidiaries taken as a whole, (b) the ability of the Loan Parties to perform any of their Obligations, (c) the Collateral, or the Administrative Agent’s Liens (on behalf of itself and other Secured Parties) on the Collateral or the required priority of such Liens or (d) the rights of or remedies available to the Administrative Agent, the FILO Agent, the Issuing Bank or the Lenders under any of the Loan Documents.

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

“Material Intellectual Property” means any Intellectual Property (including Patents, industrial designs, Trademarks, Copyrights and licenses thereof) of the Loan Parties that is (a) material to the conduct of the business or operations of the Loan Parties, taken as a whole, or (b) is reasonably necessary or material to permit the Administrative Agent to enforce its rights and remedies under the Loan Documents with respect to the Collateral, or the Disposition of which would otherwise materially adversely affect the value of the Collateral.

“Material Subsidiary” means any Subsidiary of the Company (i) which, as of the most recent Fiscal Quarter of the Company for which financial statements have been delivered pursuant to Section 5.01(a) or (b) (or, if prior to the date of the delivery of the first financial statements to be delivered pursuant to Section 5.01(a) or (b), the most recent financial statements referred to in Section 3.04(a)), contributed greater than one percent (1.0%) of Consolidated Total Assets as of such date; provided that, if at any time the aggregate amount of Consolidated Total Assets attributable to all Subsidiaries that are not Material Subsidiaries exceeds two and one-half percent (2.5%) of Consolidated Total Assets as of the end of any such Fiscal Quarter, the Company (or, in the event the Company has failed to do so within ten (10) days, the Administrative Agent) shall designate sufficient Subsidiaries as “Material Subsidiaries” to eliminate such excess, and such designated Subsidiaries shall for all purposes of this Agreement constitute Material Subsidiaries.

“Maturity Date” means August 9, 2026; provided, however, that such date shall instead be May 1, 2024 if any of the 2024 Senior Notes are outstanding as of such date.

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

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

“Multiemployer Plan” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA, to which any Borrower or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.

“Net Cash Proceeds” means the aggregate cash proceeds received by the Company or any Subsidiary in respect of any Disposition (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise, but only as and when received, and including any proceeds received as a result of unwinding any related Swap Agreements in connection with such transaction but excluding the assumption by the acquiring Person of Indebtedness relating to the disposed assets or other consideration received in any other non-cash form), net of the direct cash costs relating to such Disposition (including legal, accounting and investment banking fees, and brokerage and sales commissions), taxes paid or reasonably estimated to be payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements related thereto), amounts required to be applied to the repayment of principal, premium (if any) and interest on Indebtedness required to be paid as a result of such transaction that is secured by a Permitted Encumbrance that is prior or senior to the Lien securing the Obligations, any costs associated with unwinding any related Swap Agreements in connection with such transaction and any deduction of appropriate amounts to be provided by the Company or any of the Subsidiaries as a reserve in accordance with GAAP against any liabilities reasonably associated with the asset disposed of in such transaction and retained by the Company or any of the Subsidiaries after such sale or other disposition thereof, including pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction; provided that such reserved amounts will be deemed to be Net Cash Proceeds to the extent and at the time of any reversal thereof (to the extent not applied to the satisfaction of any applicable liabilities in cash in a corresponding amount).

“Net Forced Liquidation Value” means with respect to Eligible Tradenames, the forced liquidation value thereof as determined in an Acceptable IP Appraisal, net of all costs of liquidation thereof.

“Net Orderly Liquidation Value” means, with respect to Inventory of any Person, the orderly liquidation value thereof, applicable during any month reflected therein, as determined in an Acceptable Inventory Appraisal, net of all costs of liquidation thereof, in each case in the Administrative Agent’s Permitted Discretion.

“Non-ABL Assets” means any assets of the Company or its Subsidiaries that do not constitute ABL Assets.

“Non-Consenting Lender” has the meaning assigned to such term in Section 9.02(d).

“Non-Revolving Borrowing Base Disposition” means (i) any sale or other Disposition of assets of the Loan Parties (other than (a) Dispositions of assets of the type set forth in the definition of Revolving Borrowing Base and (b) ARS Dispositions) following the Second Amendment Effective Date and (ii) the return of FISERV cash collateral to the Company or any other Loan Party, the return of AMEX cash collateral to the Company or any other Loan Party, the return of Oak insurance cash collateral to the Company or any other Loan Party, the receipt of tax refunds by the Company or any of its Subsidiaries, any Disposition of leases and related rights thereto and any other similar event or any other monetization event of assets described in the immediately preceding clause (i).

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“Non-Revolving Borrowing Base Disposition Reserve” means an amount equal to 100% of the aggregate amount of Net Cash Proceeds of Non-Revolving Borrowing Base Dispositions following the Second Amendment Effective Date that are not required to be applied to prepay the FILO Term Loans pursuant to Section 2.11(b)(vi).

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

“NYFRB Rate” means, for any day, the greater of (a) the Federal Funds Effective Rate in effect on such day and (b) the Overnight Bank Funding Rate in effect on such day (or for any day that is not a Business Day, for the immediately preceding Business Day); provided that if none of such rates are published for any day that is a Business Day, the term “NYFRB Rate” means the rate for a federal funds transaction quoted at 11:00 a.m. on such day received by the Administrative Agent from a federal funds broker of recognized standing selected by it; provided, further, that if any of the aforesaid rates as so determined would be less than 0.00%, such rate shall be deemed to be 0.00% for purposes of this Agreement.

“NYFRB’s Website” means the website of the NYFRB at http://www.newyorkfed.org or any successor source.

“Obligated Party” has the meaning assigned to such term in Section 10.02.

“Obligations” means all unpaid principal of and accrued and unpaid interest on the Loans, all LC Exposure, all accrued and unpaid fees and all expenses, reimbursements, indemnities and other obligations and indebtedness (including FILO Obligations and 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 Lenders, the Administrative Agent, the FILO Agent, the Issuing Bank or any indemnified party, individually or collectively, existing on the 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 Loans made or reimbursement or other obligations incurred or any of the Letters of Credit or other instruments at any time evidencing any thereof.

“Original Indebtedness” has the meaning assigned to it in Section 6.01.

“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Taxes (other than a connection arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to, or enforced, any Loan Document, or sold or assigned an interest in any Loan, Letter of Credit or any Loan Document).

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.19(b)).

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“Overnight Bank Funding Rate” means, for any day, the rate comprised of both overnight federal funds and overnight eurodollar transactions denominated in Dollars by U.S.-managed banking offices of depository institutions (as such composite rate shall be determined by the NYFRB as set forth on its public website from time to time) and published on the next succeeding Business Day by the NYFRB as an overnight bank funding rate.

“Paid in Full” or “Payment in Full” means, (a) the indefeasible payment in full in cash of all outstanding Loans and LC Disbursements, together with accrued and unpaid interest thereon, (b) the termination, expiration, or cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit, or at the discretion of the Administrative Agent a backup letter of credit satisfactory to the Administrative Agent and the Issuing Bank, in an amount equal to 102.5% of the LC Exposure (or 105% with respect to LC Exposure denominated in Canadian Dollars) as of the date of such payment), (c) the indefeasible payment in full in cash of the accrued and unpaid fees (including without limitation, FILO Applicable Premium), (d) the indefeasible payment in full in cash of all reimbursable expenses and other Secured Obligations (other than Unliquidated Obligations for which no claim has been made and other obligations expressly stated to survive such payment and termination of this Agreement), together with accrued and unpaid interest thereon, (e) the termination of all Revolving Commitments, and (f) the termination of the Swap Agreement Obligations (other than Swap Agreement Obligations owing to Swap Banks that are no longer Lenders or Affiliates thereof) and the Banking Services Obligations or entering into other arrangements satisfactory to the Secured Parties counterparties thereto.

“Parent” means, with respect to any Lender, any Person as to which such Lender is, directly or indirectly, a subsidiary.

“Participant” has the meaning assigned to such term in Section 9.04(c).

“Participant Register” has the meaning assigned to such term in Section 9.04(c).

“Payment Condition” shall be deemed to be satisfied in connection with an Investment, Disposition, Permitted Acquisition or a payment, repayment, tender, repurchase, refinancing, exchange, acquisition, redemption, retirement, cancellation, termination or voluntary prepayment of applicable Indebtedness, or pursuant to the terms set forth in the definitions of “FILO Maturity Date” and/or “Maturity Date”, as applicable, if:

(a) no Event of Default has occurred and is continuing or would result immediately after giving effect to the applicable event;

(b) (i) in the case of a Restricted Payment or a payment, repayment, repurchase, tender, exchange, refinancing, acquisition, redemption, retirement, cancellation, termination or voluntary prepayment of Indebtedness or a Disposition made pursuant to Section 6.05(i), or pursuant to the terms set forth in the definitions of “FILO Maturity Date” and/or “Maturity Date”, as applicable, immediately after giving effect to and, except in the case of a Disposition made pursuant to Section 6.05(i), at all times during the thirty-day period immediately prior to such event, the Borrowers shall have (i) (A) Availability calculated on a pro forma basis after giving effect to such event of not less than the greater of (1) 17.5% of the Line Cap or (2) $197,750,000, and (B) a Fixed Charge Coverage Ratio for the trailing four Fiscal Quarters calculated on a pro forma basis after giving effect to such event of greater than 1.00 to 1.00 or (ii) Availability calculated on a pro forma basis after giving effect to such event of not less than the greater of (A) 22.5% of the Line Cap or (B) $254,250,000;

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(ii) in the case of an Investment or Permitted Acquisition, immediately after giving effect to and at all times during the thirty-day period immediately prior to such event, the Borrowers shall have (i) (A) Availability calculated on a pro forma basis after giving effect to such event of not less than the greater of (1) 15% of the Line Cap or (2) $169,500,000, and (B) a Fixed Charge Coverage Ratio for the trailing four Fiscal Quarters calculated on a pro forma basis after giving effect to such event of greater than 1.00 to 1.00 or (ii) Availability calculated on a pro forma basis after giving effect to such event of not less than the greater of (A) 20% of the Line Cap or (B) $226,000,000; and

(c) the Borrower Representative shall have delivered to the Administrative Agent (and prior to payment in full in cash of FILO Obligations, the FILO Agent) a certificate in form and substance reasonably satisfactory to the Administrative Agent (and prior to payment in full in cash of FILO Obligations, the FILO Agent) certifying as to the items described in (a) and (b) above and attaching the applicable calculations for item (b).

For the avoidance of doubt, in calculating the “Revolving Borrowing Base” used in determining the “Line Cap” for purposes of (b)(i)(i)(A)(1), (b)(i)(ii)(A), (b)(ii)(i)(A)(1) or (b)(ii)(ii)(A) 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.

“Payment” has the meaning assigned to it in Section 8.06(c).

“Payment Intangible” has the meaning assigned to such term in the UCC.

“Payment Notice” has the meaning assigned to it in Section 8.06(c).

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

“Permitted Acquisition” means any Acquisition by any Loan Party or Subsidiary in a transaction that satisfies each of the following requirements:

(a) such Acquisition is approved by the board or managing body of the target;

(b) such Person or division or line of business is engaged in the same or a similar line of business as the Company or any of its Subsidiaries or any business activities reasonably related, complementary or ancillary thereto;

(c) no Default or Event of Default exists at the time of such acquisition;

(d) in the case of any Acquisition of a Person or division or line of business that has a Canadian defined benefit pension plan, the Company shall have disclosed the same to the Administrative Agent (such disclosure to be accompanied by such plan’s documentation and the latest actuarial evaluation report in respect of such Canadian defined benefit pension plan) and the Administrative Agent shall have established any appropriate Reserves therefor in its Permitted Discretion;

(e) if such Acquisition involves a merger, amalgamation or a consolidation involving the Company or any other Loan Party, the Company or a Loan Party, as applicable, shall be the surviving entity or, in the case of a Loan Party other than a Borrower, shall immediately become a Loan Party, all in compliance with Section 6.03;

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(f) the Company shall have delivered to the Administrative Agent final executed material documentation relating to such Acquisition promptly after request therefor by the Administrative Agent; and

(g) at the time of entering into the Acquisition and giving pro forma effect to any such Acquisition, the Payment Condition shall be satisfied with respect thereto.

“Permitted Discretion” means a determination made in good faith and in the exercise of reasonable (from the perspective of a secured asset-based lender) business judgment.

“Permitted Encumbrances” means:

(a) Liens imposed by law for Taxes that are not yet due or are being contested in compliance with Section 5.04;

(b) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, landlord’s and other like Liens imposed by law, arising in the ordinary course of business and securing obligations that are not overdue by more than thirty days or are being contested in compliance with Section 5.04;

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

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

(e) judgment Liens in respect of judgments that do not constitute an Event of Default under clause (k) of Section 7.01;

(f) easements, zoning restrictions, rights-of-way and similar encumbrances and restrictions on real property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and do not interfere with the ordinary conduct of business of the Company or any Subsidiary;

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

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

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

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(j) (i) leases, non-exclusive licenses, subleases or non-exclusive sublicenses granted to others in the ordinary course of business which do not (x) interfere in any material respect with the business of the Company or any Subsidiary, taken as a whole, or (y) secure any Indebtedness and (ii) licenses of Intellectual Property otherwise permitted under Section 6.05(h);

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

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

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

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

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

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

provided that the term “Permitted Encumbrances” shall not include any Lien securing Indebtedness other than pursuant to clauses (h) or (m) above.

“Permitted Investments” means:

(a) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the U.S. (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the U.S.), in each case maturing within one year from the date of acquisition thereof;

(b) investments in commercial paper maturing within 360 days from the date of acquisition thereof and having, at such date of acquisition, the highest credit rating obtainable from S&P or from Moody’s;

(c) investments in certificates of deposit, bankers’ acceptances and time deposits maturing within 180 days from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial bank organized under the laws of Canada or the U.S. or any State or province thereof which has a combined capital and surplus and undivided profits of not less than $500,000,000;

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(d) fully collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (a) above and entered into with a financial institution satisfying the criteria described in clause (c) above; and

(e) money market funds that (i) comply with the criteria set forth in SEC Rule 2a-7 under the Investment Company Act of 1940, (ii) are rated AAA by S&P and Aaa by Moody’s and (iii) have portfolio assets of at least $5,000,000,000.

“Permitted Variances” has the meaning assigned to it in Section 5.17.

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

“Plan” means any employee pension benefit plan (as defined in Section 3(2) of ERISA) (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which any Borrower or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“Plan Asset Regulations” means 29 CFR § 2510.3-101 et seq., as modified by Section 3(42) of ERISA, as amended from time to time.

“PPSA” means the Personal Property Security Act (Ontario) and the regulations thereunder, as from time to time in effect; or such other applicable legislation in effect from time to time in such other jurisdiction in Canada (including the Civil Code (Quebec)) for purposes of the provisions hereof relating to perfection, effect of perfection or non-perfection or opposability or priority of any security interest in personal property or an interest analogous thereto.

“Premium Event” has the meaning set forth in Section 2.11(e).

“Prime Rate” means (a) except as provided in clause (b), the rate of interest last quoted by The Wall Street Journal as the “Prime Rate” in the U.S. or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by the Administrative Agent) or any similar release by the Federal Reserve Board (as determined by the Administrative Agent) and (b) for the purpose of U.S. Dollar denominated Loans to a Canadian Borrower, the rate of interest per annum publicly announced from time to time by JPMorgan Chase Bank, N.A., Toronto Branch, as its U.S. “base rate” for U.S. Dollar denominated commercial loans. Each change in the Prime Rate shall be effective from and including the date such change is publicly announced or quoted as being effective.

“Priority Payable Reserve” means reserves for amounts secured by any Liens, choate or inchoate, which rank or would reasonably be expected to rank pari passu or in priority to the Administrative Agent’s or any other Secured Parties’ Liens, including, without limitation, in the Permitted Discretion of the Administrative Agent, certain amounts deducted or withheld and not paid and remitted when due for source deductions under the ITA or the Employment Insurance Act, amounts past due and not paid for realty, municipal or similar taxes and all unfunded wind-up or solvency deficiency amounts under any Canadian Pension Plan, and all amounts currently or past due and not contributed, remitted or paid to or under any Canadian Pension Plan (governed by the Pension Benefits Act (Ontario)) or under the Canada Pension Plan.

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“Proceeding” means any claim, litigation, investigation, action, suit, arbitration or administrative, judicial or regulatory action or proceeding in any jurisdiction.

“Proceeds of Crime Act” means the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), as amended from time to time, and including all regulations thereunder.

“Protective Advance” has the meaning assigned to such term in Section 2.04.

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

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

“QFC Credit Support” has the meaning assigned to it in Section 9.21.

“Qualified ECP Guarantor” means, in respect of any Swap Obligation, each Loan Party that has total assets exceeding $10,000,000 at the time the relevant Loan Guaranty or grant of the relevant security interest becomes or would become effective with respect to such Swap Obligation or such other person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

“Recipient” means, as applicable, (a) the Administrative Agent, (b) the FILO Agent, (c) any Lender and (d) any Issuing Bank, or any combination thereof (as the context requires).

“Reference Time” with respect to any setting of the then-current Benchmark means (a) if such Benchmark is the Term SOFR Rate, 5:00 a.m. (Chicago time) on the day that is two (2) U.S. Government Securities Business Days preceding the date of such setting, (b) if such Benchmark is the CDOR Rate, 10:15 a.m. (Toronto, Ontario time) on the date of such setting, and (c) if such Benchmark is not the Term SOFR Rate or the CDOR Rate, the time determined by the Administrative Agent in its reasonable discretion.

“Refinance Indebtedness” has the meaning assigned to such term in Section 6.01(f).

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

“Regulation U” means Regulation U of the Federal Reserve Board, as in effect from time to time and all official rulings and interpretations thereunder or thereof.

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

“Release” means any releasing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, migrating, disposing or dumping of any substance into the environment.

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“Relevant Governmental Body” means (i) with respect to a Benchmark Replacement in respect of Loans denominated in Dollars, the Federal Reserve Board and/or the NYFRB, the CME Term SOFR Administrator, as applicable, or a committee officially endorsed or convened by the Federal Reserve Board and/or the NYFRB or, in each case, any successor thereto and (ii) with respect to a Benchmark Replacement in respect of Loans denominated in Canadian Dollars, the Bank of Canada, and (iii) for other relevant currencies, the central bank for the currency in which such Benchmark Replacement is denominated or any central bank or other supervisor which is responsible for supervising either (1) such Benchmark Replacement or (2) the administrator of such Benchmark Replacement or (b) any working group or committee officially endorsed or convened by (1) the central bank for the currency in which such Benchmark Replacement is denominated, (2) any central bank or other supervisor that is responsible for supervising either (A) such Benchmark Replacement or (B) the administrator of such Benchmark Replacement, (3) a group of those central banks or other supervisors or (4) the Financial Stability Board or any part thereof.

“Relevant Rate” means (i) with respect to any Term Benchmark Borrowing denominated in Dollars, the Adjusted Term SOFR Rate or (ii) with respect to any Term Benchmark Borrowing denominated in Canadian Dollars, the CDOR Rate.

“Report” means reports prepared by the Administrative Agent, the FILO Agent or another Person showing the results of appraisals, field examinations or audits pertaining to the assets of the Loan Parties from information furnished by or on behalf of the Borrowers, after the Administrative Agent or the FILO Agent, as applicable, has exercised its rights of inspection pursuant to this Agreement, which Reports may be distributed to the Lenders by the Administrative Agent or the FILO Agent, as applicable.

“Required FILO Lenders” means, at any time, FILO Term Loan Lenders having FILO Term Loan Commitments and FILO Term Loans outstanding that, taken together, represent more than 50.0% of the sum of all FILO Term Loan Commitments and FILO Term Loans outstanding at such time; provided that, without limiting the restrictions in the definition of Ineligible Institution, for the purpose of determining the Required FILO Lenders needed for any waiver, amendment, modification or consent of or under this Agreement or any other Loan Document, any FILO Term Loan Lender that is a Borrower or an Affiliate of a Borrower shall be disregarded.

“Required Funding Date” means (i) March 7, 2023, (ii) April 6, 2023, and (iii) every twenty-two (22) Trading Days thereafter, until such time as the entire Equity Commitment has been funded to the Company pursuant to the Equity Commitment Documents.

“Required Lenders” means, subject to Section 2.20, (a) at any time prior to the earlier of the Loans becoming due and payable pursuant to Article VII or the Revolving Commitments terminating or expiring, both (i) Lenders having Revolving Exposures and Unfunded Commitments representing more than 50% of the sum of the Aggregate Revolving Exposure and Unfunded Commitments at such time and (ii) the Required FILO Lenders; and (b) for all purposes after the Loans become due and payable pursuant to Article VII or the Aggregate Revolving Commitments expire or terminate, both (i) Lenders having Revolving Exposures representing more than 50% of the sum of the Aggregate Revolving Exposure at such time and (ii) the Required FILO Lenders; provided that, without limiting the restrictions in the definition of Ineligible Institution, for the purpose of determining the Required Lenders needed for any waiver, amendment, modification or consent of or under this Agreement or any other Loan Document, any Lender that is a Borrower or an Affiliate of a Borrower shall be disregarded. Notwithstanding anything to the contrary contained herein, after the Discharge of Revolving Obligations, Required Lenders shall mean Required FILO Lenders.

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“Requirement of Law” means, with respect to any Person, (a) the charter, articles or certificate of organization or incorporation and bylaws or operating, management or partnership agreement, or other organizational or governing documents of such Person and (b) any statute, law (including common law), treaty, rule, regulation, code, ordinance, order, decree, writ, judgment, injunction or determination of any arbitrator or court or other Governmental Authority (including Environmental Laws and Payment Card Industry Data Security Standards), in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“Reserves” means any and all reserves which the Administrative Agent deems necessary, in its Permitted Discretion, to maintain (including, without limitation, reserves for accrued and unpaid interest on the Secured Obligations, Banking Services Reserves, the Priority Payable Reserve, the Wage Earner Protection Act Reserve, Swap Agreement Obligations Reserves, the Equity Proceeds Reserve, the ARS Disposition Reserve, the Non-Revolving Borrowing Base Disposition Reserve, the LC Reserve, the Investment Reserve, the Variance Reporting Holiday Reserve, the FILO Deficiency Reserve, the WARN Reserve, volatility reserves, reserves for rent at locations leased to any Loan Party and for consignee’s, warehousemen’s and bailee’s charges, reserves for Inventory shrinkage, reserves for customs charges and shipping charges related to any Inventory in transit, reserves for Inventory that is slow moving, out of season, obsolete, unmerchantable, defective, used or unfit for sale, reserves for Swap Agreement Obligations, the Customer Credit Liability Reserves, reserves for liabilities in connection with frequent shopping programs of the Loan Parties, reserves for reasonably anticipated changes in the appraised value of Eligible Inventory between appraisals, reserves for outstanding merchandise credits, reserves for contingent liabilities of any Loan Party, reserves for amounts withheld or reserves taken by card issuers or credit card processors, reserves for uninsured losses of any Loan Party, reserves for uninsured, underinsured, un-indemnified or under-indemnified liabilities or potential liabilities with respect to any litigation, reserves for royalties due under licensing agreements and reserves for taxes, fees, assessments, and other governmental charges) with respect to the Collateral. For the avoidance of doubt, and without limiting the Administrative Agent’s rights to take additional Reserves in its Permitted Discretion in accordance with this Agreement, as of the Second Amendment Effective Date, Reserves shall also include the restructuring reserve and the field examination reserve (or ineligibles, as applicable) as set forth in the Borrowing Base Certificate delivered to the Administrative Agent for the week ending January 28, 2023, and Reserves for the amounts of any priority charges that may be granted in proceedings in respect of any Loan Parties under the CCAA or the BIA.

The Variance Reporting Holiday Reserve and the Investment Reserve shall be established and remain in effect on and after Second Amendment Effective Date. The WARN Reserve shall be established and remain in effect on and after Third Amendment Effective Date. The establishment or increase of any reserve shall be limited to the reserves set forth in the preceding paragraph and such other reserves against the Revolving Borrowing Base (A) in the case of the Equity Proceeds Reserve, in accordance with Section 5.18, (B) in the case of the ARS Disposition Reserve, the Non-Revolving Borrowing Base Disposition Reserve, the LC Reserve and the FILO Deficiency Reserve, as set forth in the respective definition thereof and (BC) in the case of any other Reserve, as the Administrative Agent from time to time determines, in its Permitted Discretion, as being necessary (i) to reflect items that could reasonably be expected to adversely affect the value or collectability of Eligible Inventory or Eligible Credit Card Receivables or (ii) to reflect items that could reasonably be expected to adversely affect the perfection, enforceability or priority of the Administrative Agent’s Liens on the Collateral. Notwithstanding anything to the contrary contained herein, the amount of any such reserve or change (other than any Equity Proceeds Reserve, ARS Disposition Reserve, Non-Revolving Borrowing Base Disposition Reserve, LC Reserve, the Variance Reporting Holiday Reserve, the Investment Reserve or the WARN Reserve) shall have a reasonable relationship to the event, condition or other matter that is the basis for such reserve or such change, and no reserves or changes shall be duplicative of reserves or items or changes already accounted for through eligibility criteria (including advance rates). Except with

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respect to the Equity Proceeds Reserve, the ARS Disposition Reserve, the Non-Revolving Borrowing Base Disposition Reserve, the LC Reserve, the Variance Reporting Holiday Reserve, the Investment Reserve and the WARN Reserve, Reserves may only be established by the Administrative Agent, acting in its Permitted Discretion, upon at least three (3) Business Days’ prior written notice to the Company (which notice shall include a reasonably detailed description of such reserve being established or modified and the basis for such reserve or modification); provided that no such notice shall be required (x) if an Event of Default has occurred or is continuing, (y) for changes to any reserves resulting solely by virtue of mathematical calculations of the amount of the reserve in accordance with the methodology of calculation previously utilized (such as, but not limited to, rent and customer credit liabilities), or (z) for changes to reserves or establishment of additional reserves if a Material Adverse Effect has occurred or it would be reasonably likely that a Material Adverse Effect would occur were such reserve not changed or established prior to the three (3) Business Day period. During any such applicable three (3) Business Day period, the Administrative Agent shall, if requested, discuss any such reserve or change with the Company and the Company may take such action as may be required so that the event, condition or matter that is the basis for such reserve or change no longer exists or exists in a manner that would result in the establishment of a lower reserve or result in a lesser change, in each case, in a manner and to the extent reasonably satisfactory to the Administrative Agent; provided that during such three (3) Business Day period, Borrowings shall not be permitted if, after giving pro forma effect to the imposition of such proposed reserve, Availability would be less than zero. With respect to the Equity Proceeds Reserve, the ARS Disposition Reserve, the Non-Revolving Borrowing Base Disposition Reserve and the LC Reserve, such Reserves shall not be deemed to have been established for any purpose under this Agreement or the other Loan Documents (including, for the avoidance of doubt, for any purpose under the definition of “ABL Cap Amount” set forth in Schedule 9.23 to this Agreement) until the date that is the earlier of (I) one (1) Business Day following the date on which the Administrative Agent has received written notice of the applicability of such Reserve (which may be sent by the FILO Agent) (“Reserve Applicability Notice”) and setting forth reasonably detailed calculations of the applicable amount of such Reserve and (II) the date on which the Administrative Agent has otherwise affirmatively established such Reserve in accordance with the terms of this Agreement. For the purposes of determining the Equity Proceeds Reserve, the ARS Disposition Reserve, the Non-Revolving Borrowing Base Disposition Reserve and the LC Reserve, each of the Lenders, the FILO Agent and the Loan Parties agrees that the Administrative Agent shall be entitled to rely solely on the calculation thereof made by (x) the Borrowers as reflected in the most recent Borrowing Base Certificate delivered by the Borrowers to the Administrative Agent and/or (y) the FILO Agent as reflected in the applicable Reserve Applicability Notice delivered by the FILO Agent to the Administrative Agent.

For the avoidance of doubt, (i) the Administrative Agent shall promptly establish the LC Reserve upon the expiration or the termination of any Letter of Credit to the extent such Letter of Credit was not drawn upon the expiration or the termination of such Letter of Credit, (ii) the Administrative Agent shall establish the Investment Reserve and the Variance Reporting Holiday Reserve in the first Borrowing Base Certificate delivered by the Borrowers to the Administrative Agent after the Second Amendment Effective Date and (iii) the Administrative Agent shall establish the WARN Reserve in the first Borrowing Base Certificate delivered by the Borrowers to the Administrative Agent after the Third Amendment Effective Date.

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

“Responsible Officer” means the president, Financial Officer or any of the chief executive officer, president, any executive vice president, any senior vice president, chief operating officer or chief legal officer of the Borrower Representative.

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“Restatement Effective Date” means the date on which the conditions specified in Section 4.01 are satisfied (or waived in accordance with Section 9.02).

“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interests in the Company or any Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Equity Interests or any option, warrant or other right to acquire any such Equity Interests.

“Reuters” means, as applicable, Thompson Reuters Corp., Refinitive or any successor thereto.

“Revaluation Date” means (a) with respect to any Loan denominated in any Agreed Currency, each of the following: (i) the date of the Borrowing of such Loan and (ii) each date of a conversion into or continuation of such Loan pursuant to the terms of this Agreement; (b) with respect to any Letter of Credit denominated in Canadian Dollars, each of the following: (i) the date on which such Letter of Credit is issued, (ii) the first Business Day of each calendar month and (iii) the date of any amendment of such Letter of Credit that has the effect of increasing the face amount thereof; and (c) any additional date as the Administrative Agent may determine at any time when an Event of Default exists.

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

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

(ii) 90% multiplied by (a) the lesser of (i) 68% and (ii) the Net Orderly Liquidation Value percentage identified in the most recent Acceptable Inventory Appraisal received after the Second Amendment Effective Date, or the most recent update thereto delivered pursuant to Section 5.01(i), multiplied by (b) the Loan Parties’ Eligible Inventory (excluding Eligible Foreign In-Transit Inventory), valued at the lower of cost or market value, determined on a weighted average cost basis, minus

(iii) Reserves, minus

(iv) FILO Deficiency Reserves.

The Administrative Agent may, in its Permitted Discretion, adjust Reserves in accordance with the terms hereof.

“Revolving 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 Revolving Commitment, as applicable, as such Revolving Commitment may be reduced or increased from time to time pursuant to (a) Section 2.09 and (b) assignments by or to such Lender pursuant to Section 9.04; provided, that at no time shall the Revolving Exposure of any Lender exceed its Revolving Commitment. A Lender’s Revolving Commitment shall include the commitment of such Lender to acquire participations in Revolving Protective Advances hereunder.

“Revolving Exposure” means, with respect to any Lender at any time, the sum of (a) the outstanding principal Dollar Equivalent of such Lender’s Revolving Loans, its LC Exposure and its Swingline Exposure at such time, plus (b) an amount equal to its Applicable Percentage of the aggregate principal amount of Revolving Protective Advances outstanding at such time.

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“Revolving Lender” means, as of any date of determination, a Lender with a Revolving Commitment or, if the Aggregate Revolving Commitments have terminated or expired, a Lender with Revolving Exposure.

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

“Revolving Protective Advance” has the meaning assigned to such term in Section 2.04(a).

“S&P” means Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business.

“Sanctioned Country” means, at any time, a country, region or territory which is itself the subject or target of any comprehensive Sanctions (at the time of this Agreement, Crimea, Cuba (with respect to U.S. Loan Parties), Iran, North Korea and Syria).

“Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, the United Nations Security Council, the European Union or any European Union member state, Her Majesty’s Treasury of the United Kingdom or other relevant sanctions authority, (b) any Person that constitutes a Canadian Blocked Person, (c) any Person operating, organized or resident in a Sanctioned Country, (d) any Person owned or controlled by any such Person or Persons described in the foregoing clauses (a) through (d), or (e) any Person otherwise the subject of any Sanctions.

“Sanctions” means all economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, (b) the United Nations Security Council, the European Union, any European Union member state, Her Majesty’s Treasury of the United Kingdom, (c) the Government of Canada, including pursuant to Canadian Economic Sanctions and Export Control Laws or (d) any other relevant sanctions authority.

“SEC” means the Securities and Exchange Commission of the U.S.

“Second Amendment” means that certain Second Amendment to Amended and Restated Credit Agreement and Waiver dated as of February 7, 2023 by and among the Borrowers, the other Loan Parties party thereto, the Lenders party thereto, the Administrative Agent and the FILO Agent.

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

“Secured Net Leverage Ratio” means, as of any date of determination, the ratio of (i) (A) Consolidated Secured Indebtedness as of the last day of the most recently completed Fiscal Quarter for which financial statements have been delivered pursuant to Section 5.01(a) or (b) less (B) the amount of cash and Permitted Investments in excess of $500,000,000 that would be stated on the consolidated balance sheet of the Company and its Subsidiaries as of such date of determination to (ii) Consolidated EBITDA for the period of four consecutive Fiscal Quarters for which financial statements have been delivered pursuant to Section 5.01 ending immediately prior to such date (or, in each case, if prior to the date of the delivery of the first financial statements to be delivered pursuant to Section 5.01(a) or (b), the most recent financial statements referred to in Section 3.04(a)).

“Secured Obligations” means all Obligations, together with all (a) Banking Services Obligations and (b) Swap Agreement Obligations owing to one or more Swap Banks; provided, however, that the

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definition of “Secured Obligations” shall not create any guarantee by any Loan Guarantor of (or grant of security interest by any Loan Guarantor to support, as applicable) any Excluded Swap Obligations of such Loan Guarantor for purposes of determining any obligations of any Loan Guarantor.

“Secured Parties” means (a) the Administrative Agent, (b) the FILO Agent, (c) the Lenders, (d) each Issuing Bank, (e) each provider of Banking Services, to the extent the Banking Services Obligations in respect thereof constitute Secured Obligations, (f) each Swap Bank, to the extent the obligations thereunder constitute Secured Obligations, (g) the beneficiaries of each indemnification obligation undertaken by any Loan Party under any Loan Document, and (h) the successors and permitted assigns of each of the foregoing.

“Security Agreements” means, collectively, (a) the U.S. Security Agreement, (b) the Canadian Security Agreement, and (c) any other pledge or security agreement entered into, after the date of this Agreement by any other Loan Party (as required by this Agreement or any other Loan Document) constituting a Collateral Document, in each case, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Senior Notes” means the senior unsecured notes in an initial aggregate principal amount of $1,500,000,000 issued July 17, 2014 and governed by that certain Indenture and First Supplemental Indenture, each dated July 17, 2014, between the Company and The Bank of New York Mellon, as the same may be amended, restated, supplemented, refinanced, replaced, substituted, exchanged, or otherwise modified from time to time in a manner consistent with the terms of the Loan Documents (such Indenture and First Supplemental Indenture, collectively, the “Senior Notes Indenture”).

“Senior Notes Indenture” has the meaning assigned to such term in the definition of “Senior Notes”.

“Settlement” has the meaning assigned to such term in Section 2.05(c).

“Settlement Date” has the meaning assigned to such term in Section 2.05(c).

“SOFR” means a rate per annum equal to the secured overnight financing rate as administered by the SOFR Administrator.

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

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

“SOFR Determination Date” has the meaning specified in the definition of “Daily Simple SOFR”.

“SOFR Rate Day” has the meaning specified in the definition of “Daily Simple SOFR”.

“Specified Collateral” means Collateral (including, without limitation, Subject Note) other than ABL Assets; provided, that, “Property” as defined in the Senior Notes Indenture (as in effect on the First Amendment Effective Date) shall not be included in Specified Collateral unless a Lien is granted thereon by any Loan Party in favor of any Person to secure Indebtedness for borrowed money.

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“Specified Collateral Account” means one or more Deposit Accounts or Securities Accounts into which only the proceeds of any Disposition of any Specified Collateral or the proceeds or investment thereof shall be deposited.

“specified currency” has the meaning assigned to it in Section 2.24.

“Specified Equity Proceeds” has the meaning assigned to it in Section 2.11(b)(vii).

“Specified Event of Default” means an Event of Default arising under clause (a), (b), (c) (solely with respect to any representation or warranty made or deemed made by or on behalf of any Loan Party or any Subsidiary in, or in connection with, any Borrowing Base Certificate), (h), (i) or (j) of Article VII.

“Specified Indebtedness” means any Subordinated Indebtedness, the Senior Notes and any Consolidated Total Indebtedness incurred under Section 6.01(i), (j) or (o), as any such Indebtedness may be amended, restated, supplemented, extended, refinanced, replaced or otherwise modified from time to time. For the avoidance of doubt, in no event shall the FILO Obligations be considered “Specified Indebtedness”.

“Specified Permitted Disposition” has the meaning assigned to it in Section 6.04.

“SSP Parties” has the meaning assigned to it in Section 9.18.

“STA” means the Securities Transfer Act (Ontario) and the regulations thereunder, as from time to time in effect; or any other similar legislation of any other province or territory of Canada.

“Statements” has the meaning assigned to such term in Section 2.18(f).

“Subject Division” means the Equity Interests and assets constituting the division or business described on Schedule 1.01.

“Subject Note” has the meaning given such term on Schedule 1.01.

“Subordinated Indebtedness” of a Person means any Indebtedness of such Person the payment of which is subordinated to payment of the Secured Obligations to the written satisfaction of the Administrative Agent and the FILO Agent. For the avoidance of doubt, in no event shall the FILO Obligations be considered “Subordinated Indebtedness”.

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

“Subsidiary” means, with respect to any Person, any corporation, partnership, limited liability company or other entity of which (i) Equity Interests having ordinary voting power (other than Equity Interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other governing body of such corporation, partnership, limited liability company or other entity are at the time owned by such Person; or (2) more than 50.0% of the Equity Interests are at the time owned by such Person. Unless otherwise indicated in this Agreement, all references to Subsidiaries will mean any direct or indirect Subsidiary of the Company or a Loan Party, as applicable.

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“Subsidiary Borrower” has the meaning assigned to it in Section 2.25.

“Supermajority Revolving Lenders” means, at any time, Lenders (other than Defaulting Lenders) having Revolving Exposures and unused Revolving Commitments representing 66 2/3% or more of the sum of the Aggregate Revolving Exposure and unused Revolving Commitments at such time.

“Supply Chain Finance Services” has the meaning assigned to such term in the definition of Banking Services.

“Supported QFC” has the meaning assigned to it in Section 9.21.

“Swap Agreement” means any agreement with respect to any swap, forward, spot, future, credit default or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the Borrowers or the Subsidiaries shall be a Swap Agreement.

“Swap Agreement 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), under (a) any and all Swap Agreements with a Swap Bank, and (b) any and all cancellations, buy backs, reversals, terminations or assignments of any Swap Agreement transaction with a Swap Bank.

“Swap Agreement Obligations Reserve” means all Reserves which the Administrative Agent from time to time establishes in its Permitted Discretion for Swap Agreement Obligations then provided or outstanding.

“Swap Bank” means any Person who was a Lender or an Affiliate of a Lender on the Effective Date (with respect to any Swap Agreement with the Company or its Subsidiaries entered into on or prior to the Effective Date) or at the time it enters into a Swap Agreement with the Company or its Subsidiaries, in its capacity as a party thereto, whether or not such Person subsequently ceases to be a Lender or an Affiliate of a Lender.

“Swap Obligation” means, with respect to any Loan Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act or any rules or regulations promulgated thereunder.

“Swingline Sublimit” means $50,000,000.

“Swingline Exposure” means, at any time, the aggregate principal amount of all Swingline Loans outstanding at such time. The Swingline Exposure of any Revolving Lender at any time shall be its Applicable Percentage of the total Swingline Exposure at such time.

“Swingline Lender” means JPMCB, in its capacity as lender of Swingline Loans hereunder. Any consent required of the Administrative Agent or the Issuing Bank shall be deemed to be required of the Swingline Lender and any consent given by JPMCB in its capacity as Administrative Agent or Issuing Bank shall be deemed given by JPMCB in its capacity as Swingline Lender.

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“Swingline Loan” has the meaning assigned to such term in Section 2.05(a).

“Syndication Agent” means each of PNC Bank, National Association and Wells Fargo Bank, National Association in its capacity as a syndication agent for the credit facility evidenced by this Agreement.

“Taxes” means any and all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), value added taxes, or any other goods and services, use or sales taxes, assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Term Benchmark” 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 Adjusted Term SOFR Rate or the CDOR Rate.

“Term SOFR Determination Day” has the meaning assigned to it under the definition of Term SOFR Reference Rate.

“Term SOFR Rate” means, with respect to any Term Benchmark Borrowing and for any tenor comparable to the applicable Interest Period, the Term SOFR Reference Rate at approximately 5:00 a.m., Chicago time, two (2) U.S. Government Securities Business Days prior to the commencement of such tenor comparable to the applicable Interest Period, as such rate is published by the Term SOFR Administrator.

“Term SOFR Reference Rate” means, for any day and time (such day, the “Term SOFR Determination Day”), with respect to any Term SOFR Borrowing and for any tenor comparable to the applicable Interest Period, the rate per annum determined by the Administrative Agent as the forward-looking term rate based on SOFR. If by 5:00 am (Chicago time) on such Term SOFR Determination Day, the “Term SOFR Reference Rate” for the applicable tenor has not been published by the CME Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Rate has not occurred, then the Term SOFR Reference Rate for such Term SOFR Determination Day will be the Term SOFR Reference Rate as published in respect of the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate was published by the CME Term SOFR Administrator, so long as such first preceding Business Day is not more than five (5) Business Days prior to such Term SOFR Determination Day.

“Testing Date” has the meaning assigned to such term in Section 5.17.

“Testing Period” has the meaning assigned to such term in Section 5.17.

“Third Amendment” means that certain Third Amendment to Amended and Restated Credit Agreement and Waiver dated as of March 6, 2023 by and among the Borrowers, the other Loan Parties party thereto, the Lenders party thereto, the Administrative Agent and the FILO Agent.

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

“Total Net Leverage Ratio” means, as of any date of determination, the ratio of (i) (A) Consolidated Total Indebtedness as of the last day of the most recently completed Fiscal Quarter for

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which financial statements have been delivered pursuant to Section 5.01(a) or (b) less (B) the amount of cash and Permitted Investments in excess of $500,000,000 that would be stated on the consolidated balance sheet of the Company and its Subsidiaries as of such date of determination to (ii) Consolidated EBITDA for the period of four consecutive Fiscal Quarters for which financial statements have been delivered pursuant to Section 5.01 ending immediately prior to such date (or, in each case, if prior to the date of the delivery of the first financial statements to be delivered pursuant to Section 5.01(a) or (b), the most recent financial statements referred to in Section 3.04(a)).

“Trading Day” has the meaning assigned to such term in the Equity Commitment Document described in clause (b) of such definition.

“Transactions” means the execution, delivery and performance by the Borrowers of this Agreement and the other Loan Documents, the borrowing of Loans and other credit extensions, the use of the proceeds thereof and the issuance of Letters of Credit hereunder.

“Treasury Rate” means a rate per annum equal to the rate determined by the FILO Agent on the date three (3) Business Days prior to the date of prepayment, to be the yield expressed as a rate listed in The Wall Street Journal for United States Treasury securities having a term of no greater than the period for the remaining months until the 18th month anniversary of the Second Amendment Effective Date.

“Treasury Services” has the meaning assigned to such term in the definition of Banking Services.

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

“UCC” means the Uniform Commercial Code as in effect from time to time in the State of New York or in any other state the laws of which are required to be applied in connection with the issue of perfection of security interests.

“UK Financial Institutions” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.

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

“Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.

“Unfinanced Capital Expenditures” means, for any period, Capital Expenditures made during such period which are not financed from the proceeds of any Indebtedness (other than the Revolving Loans; it being understood and agreed that, to the extent any Capital Expenditures are financed with Revolving Loans, such Capital Expenditures shall be deemed Unfinanced Capital Expenditures).

“Unfunded Commitment” means, with respect to each Lender, the Revolving Commitment of such Lender less its Revolving Exposure.

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“Unliquidated Obligations” means, at any time, any Secured Obligations (or portion thereof) that are contingent in nature or unliquidated at such time, including any Secured Obligation that is: (a) an obligation to reimburse a bank for drawings not yet made under a letter of credit issued by it; (b) any other obligation (including any guarantee) that is contingent in nature at such time; or (c) an obligation to provide collateral to secure any of the foregoing types of obligations.

“U.S.” means the United States of America.

“U.S. Borrower” means the Company, BUY BUY BABY, INC., a Delaware corporation, Decorist, LLC, a Delaware limited liability company, Harmon Stores, Inc., a Delaware corporation, BED BATH & BEYOND OF CALIFORNIA LIMITED LIABILITY COMPANY, a Delaware limited liability company, and each other U.S. Subsidiary of the Company that joins this Agreement as a Borrower in accordance with the terms hereof (in each case other than the Company, unless removed as a Borrower in accordance with the terms hereof), and “U.S. Borrowers” means all of them.

“U.S. Collateral Documents” means, collectively, the U.S. Security Agreement, each Intellectual Property Security Agreement with respect to Intellectual Property of the U.S. Loan Parties or the Canadian 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.

“U.S. Government Securities Business Day” means any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

“U.S. Loan Parties” means, collectively, the U.S. Borrowers and any other U.S. Subsidiary of the Company who becomes a party to this Agreement pursuant to a Joinder Agreement or otherwise and their successors and assigns, and the term “U.S. Loan Party” shall mean any one of them or all of them individually, as the context may require (in each case other than the Company, unless removed in accordance with the terms hereof).

“U.S. Person” means a “United States person” within the meaning of Section 7701(a)(30) of the Code.

“U.S. Security Agreement” means that certain Amended and Restated Security Agreement (including any and all supplements thereto), dated as of August 31, 2022, among the Loan Parties and the Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, and any other pledge or security agreement entered into, after the date of this Agreement by any other Loan Party (as required by this Agreement or any other Loan Document) or any other Person for the benefit of the Administrative Agent and the other Secured Parties, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“U.S. Special Resolution Regimes” has the meaning assigned to it in Section 9.21.

“U.S. Subsidiary” means any Subsidiary of the Company that has been formed or is organized under the laws of the United States of America, any State thereof, or the District of Columbia.

“U.S. Tax Compliance Certificate” has the meaning assigned to such term in Section 2.17(f)(ii)(B)(3).

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“USA PATRIOT Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001.

“Variance” has the meaning assigned to such term in Section 5.17.

“Variance Report” has the meaning assigned to it in Section 5.17.

“Variance Reporting Holiday Reserve” means an amount equal to $25,000,000.

“Voluntary Exercise” means the voluntary exercise by a holder of the Equity Commitment Document described in clause (b) of such definition pursuant to the terms thereof during the Equity Commitment Period.